SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Huber Marie Oh (Last) (First) (Middle) 5301 STEVENS CREEK BLVD, MS 1A-LC (Street) SANTA CLARA CA 95051 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AGILENT TECHNOLOGIES INC [ A ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr VP, General Counsel & Sec.
	3. Date of Earliest Transaction (Month/Day/Year) 07/05/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/29/2011		J(1)	V	258.33	A	$42.424	29,105.221	D
Common Stock	07/05/2011		M(2)		14,080	A	$31.93	43,185.221	D
Common Stock	07/05/2011		M(2)		17,852	A	$20.62	61,037.221	D
Common Stock	07/05/2011		M(2)		3,769	A	$19	64,806.221	D
Common Stock	07/05/2011		M(2)		7,543	A	$19	72,349.221	D
Common Stock	07/05/2011		S(2)		43,244	D	$51.457(3)	29,105.221	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$31.93	07/05/2011		M			14,080	(4)	01/25/2014	Common Stock	14,080	$0	21,624	D
Employee Stock Option (Right to Buy)	$20.62	07/05/2011		M			17,852	(4)	01/23/2015	Common Stock	17,852	$0	0	D
Employee Stock Option (Right to Buy)	$19	07/05/2011		M			3,769	11/18/2009(5)	11/17/2018	Common Stock	3,769	$0	18,855	D
Employee Stock Option (Right to Buy)	$19	07/05/2011		M			7,543	11/18/2009(5)	11/17/2018	Common Stock	7,543	$0	11,312	D

Explanation of Responses:

1. Shares acquired in an Employee Stock Purchase Plan under Section 423 of the Internal Revenue Code of 1986, as amended, in a transaction exempt under Rule 16b-3.

2. This transaction was effected pursuant to a Rule 10b5-1 plan.

3. The weighted average sales price was $51.457 with a range of $51.33 to $51.77

4. This option is fully vested and exercisable.

5. The option is exercisable in four equal installments beginning on the first anniversary of the date of the grant. The first vesting date is stated.

	/s/ Marie Oh Huber	07/06/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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