November 29, 2005


Via Facsimile (650) 251-5002

William H. Hinman, Jr., Esq.
Simpson Thacher & Bartlett LLP
3330 Hillview Avenue
Palo Alto, California 94304
(650) 251-5000

RE:	Agilent Technologies, Inc.
      Schedule TO-I filed November 15, 2005
	File No. 005-57827

Dear Mr. Hinman:

      We have the following comments on the above-referenced
filing:

Schedule TO-I
Item 10.  Financial Statements

1. It is not clear where you disclose the ratio of earnings to
fixed charges or book value per share data required by Items
1010(a)(3) and (4) of Regulation M-A, respectively.  Advise or
revise.

2. Disclose in the Offer to Purchase the summary financial
information required by Item 1010(c) of Regulation M-A.  See
Instruction 6 to Item 10 of Schedule TO and Regulation M-A
telephone interpretation H.7 available at www.sec.gov in the
July 2001 Supplement to the Division of Corporation Finance`s
Manual of Publicly Available Telephone Interpretations.  In
addition, on a supplemental basis, advise us as to how you
intend to disseminate the summary financial information.

Cautionary Note on Forward-Looking Statements, page xiii

3. We note your statement here and on page 34 that "[a]ny
statement contained in this Offer to Purchase or in a document
incorporated herein by reference into this Offer to Purchase
shall be deemed to be modified or superseded to the extent such
statement is made in any subsequently filed document.  Any
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Offer
to Purchase." As you know, Schedule TO does not permit "forward"
incorporation.  Therefore, please ensure that you amend the
Schedule TO to specifically reference the periodic reports you
wish to incorporate, as they are filed.

Determination of Validity. . . . page 12

4. We note your statement that your "reasonable interpretation of
the terms of and conditions to the Offer, including the Letter of
Transmittal and the instructions thereto, will be final and
binding on all parties."  (emphasis added)  Please revise this
sentence to more precisely define its scope.  It appears that your
interpretation of the terms of the tender offer may not necessarily
be final and binding on all parties.  For example, while you may
assert an offer condition when it is triggered, when parties
contest asserted conditions, the judgments of courts of law are
generally considered final and binding in such matters.  Please
make corresponding revisions throughout your document, including,
but not limited to, the last sentence of your section entitled
"Conditions of the Tender Offer."

Term Facility Commitment Letter, page 20

5. Please delete the qualification of the summary of the material
terms of the commitment letter.  Security holders should be able
to rely upon such disclosure.  You may encourage security holders
to read the commitment letter carefully and in its entirety.

Letter of Transmittal, page 6

6. We note your indication that the security holder has "read and
understands" the tender offer.  It is not appropriate to require
security holders to attest to the fact that they have "read and
understand" the terms of the offer as such language effectively
operates as a waiver of liability.  Please delete this language
throughout the offer materials.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
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 filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

      As appropriate, please amend your filing in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  If the information you provide in response to our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a manner reasonably calculated to inform them of the new
information.

	Direct any questions to me at (202) 551-3257.  You may also
contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549-3628.


						Very truly yours,


						Celeste M. Murphy
						Special Counsel
						Office of Mergers & Acquisitions