Mail Stop 6010

      September 22, 2005

VIA U.S. MAIL AND FACSIMILE (650) 752-5072


Adrian T. Dillon
Agilent Technologies, Inc.
Chief Financial Officer
395 Page Mill Road
Palo Alto, California  94306


      Re:	Agilent Technologies, Inc.
		Form 10-Q for the period ended July 31, 20004
      Form 8-K dated August 15, 2005
		File No. 001-15405

Dear Mr. Dillon:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-Q for the nine months ended July 31, 2004

Note 14.  Subsequent Events, page 14
1. In reference to your sale of substantially all of the assets of
your Semiconductor Products Group, please tell us whether you will
file pro forma financial information required by Rule 11-01 of
Regulation S-X. In addition, tell us whether the sale of your
stake
in the Lumileds joint venture or the spin-off of your System-on-a-
Chip and memory test business is expected to have a material
impact
on your business.

Form 8-K dated August 15, 2005
2. We note that you present your non-GAAP measures in the form of
statements of operations. That format may be confusing to
investors
as it also reflects several non-GAAP measures, including non-GAAP
cost of products and services, non-GAAP SG&A and R&D expenses,
non-
GAAP costs and expenses, non-GAAP income from operations, non-GAAP
income before taxes, and non-GAAP net income, which have not been
identified or described to investors. In fact, it appears that
management does not use all of these non-GAAP measures but they
are
shown here as a result of the presentation format.  Please note
that
Instruction 2 to Item 2.02 of Form 8-K requires that when
furnishing
information under this item you must provide all the disclosures
required by paragraph (e)(1)(i) of Item 10 of Regulation S-K and
FAQ
8 Regarding the Use of Non-GAAP Financial Measures dated June 13,
2003 for each non-GAAP measure presented. In addition, you should
explain why you believe each measure provides useful information
to
investors.
* To eliminate investor confusion, please remove the non-GAAP
statements of operations format from future filings and only
disclose
those non-GAAP measures used by management with the appropriate
reconciliations.
* Otherwise, confirm that you will revise your Forms 8-K in future
periods to provide all the disclosures required by Item
10(e)(1)(i)
of Regulation S-K for each non-GAAP measure presented in the
statement, and provide us with a sample of your proposed
disclosure.
We may have further comment.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Kristin Lochhead at (202) 551-3664 or me at
(202) 551-3676 if you have questions.  In this regard, please do
not
hesitate to contact Martin James, Senior Assistant Chief
Accountant
at  (202) 551-3671 with any other questions.


      Sincerely,



      Brian Cascio
      Accounting Branch Chief

??

??

??

??

Mr. Dillon
Agilent Technologies, Inc.
September 22, 2005
Page 2