Edgar Filing: AGILENT TECHNOLOGIES INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SULLIVAN WILLIAM P

2. Issuer Name and Ticker or Trading Symbol
AGILENT TECHNOLOGIES INC [A]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

5301 STEVENS CREEK BLVD, MS 1A-LC

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2010

(Street)

SANTA CLARA, CA 95051

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/11/2010		M		89,262	A	$ 27.16	406,250	D
Common Stock	03/11/2010		S		89,262	D	$ 33.364 ⁽¹⁾	316,988	D
Common Stock	03/11/2010		M		113,122	A	$ 19	430,110	D
Common Stock	03/11/2010		S		113,122	D	$ 33.456 ⁽²⁾	316,988	D
Common Stock								9,709.033 ⁽³⁾	I	By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 27.16

03/11/2010

89,262

11/18/2004

11/17/2013

Common Stock

89,262

$ 0

Employee Stock Option (Right to Buy)

$ 19

03/11/2010

113,122

11/18/2009

11/17/2018

Common Stock

113,122

$ 0

339,366

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SULLIVAN WILLIAM P 5301 STEVENS CREEK BLVD, MS 1A-LC SANTA CLARA, CA 95051	X		President and CEO

Signatures

/s/ Stephen D. Williams, attorney-in-fact for Mr. Sullivan		03/15/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The weighted average sales price was $33.364 with a range of $33.265 to $33.50. The actual sales prices are as follow: 10,800 shares sold at $33.265; 500 shares sold at $33.28; 100 shares sold at $33.285; 100 shares sold at $33.29; 300 shares sold at $33.295; 1,562 shares sold at $33.30; 1,200 shares sold at $33.305; 5,100 shares sold at $33.31; 100 shares sold at $33.315; 6,500 shares sold at $33.32; 10,300 shares sold at $33.325; 1,300 shares sold at $33.328; 100 shares sold at $33.329; 6,598 shares sold at $33.33; 500 shares sold at $33.335; 1,200 shares sold at $33.34; 100 shares sold at $33.345; 500 shares sold at $33.35; 500 shares sold at $33.355; 2,100 shares sold at $33.36; 100 shares sold at $33.365; 100 shares sold at $33.369; 1,400 shares sold at $33.37; 700 shares sold at $33.38; 100 shares sold at $33.385; 800 shares sold at $33.39; 200 shares sold at $33.392; 100 shares sold at $33.395; 2,800 shares sold at $33.40; 2,300 shares sold at $33.41; 100 shares sold at $33.411; 1,500 shares sold at $33.42; 9,502 shares sold at $33.43; 4,200 shares sold at $33.435; 1,100 shares sold at $33.438; 100 shares sold at $33.439; 6,500 shares sold at $33.44; 1,800 shares sold at $33.45; 2,500 shares sold at $33.455; 1,100 shares sold at $33.46; 100 shares sold at $33.465; 2,100 shares sold at $33.47; 100 shares sold at $33.47; 300 shares sold at $33.49; and 200 shares sold at $33.50.
(2)	The weighted average sales price was $33.456 with a range of $33.265 to $33.545. The actual sales prices are as follow: 100 shares sold at $33.265; 300 shares sold at $33.28; 300 shares sold at $33.30; 100 shares sold at $33.305; 1,100 shares sold at $33.31; 900 shares sold at $33.32; 100 shares sold at $33.325; 1,000 shares sold at $33.33; 100 shares sold at $33.335; 300 shares sold at $33.34; 200 shares sold at $33.35; 200 shares sold at $33.355; 503 shares sold at $33.36; 300 shares sold at $33.365; 800 shares sold at $33.37; 200 shares sold at $33.375; 1,000 shares sold at $33.38; 300 shares sold at $33.385; 2,500 shares sold at $33.39; 600 shares sold at $33.395; 2.900 shares sold at $33.40; 2,400 shares sold at $33.41; 3,600 shares sold at $33.42; 300 shares sold at $33.425; 4,300 shares sold at $33.43; 8,900 shares sold at $33.435; 7,600 shares sold at $33.44; 900 shares sold at $33.445; 3,100 shares sold at $33.45; 900 shares sold at $33.455; 4,000 shares sold at $33.46; 300 shares sold at $33.465; 10,600 shares sold at $33.47; 19 shares sold at $33.471; 3,800 shares sold at $33.475; 800 shares sold at $33.477; 11,500 shares sold at $33.48; 200 shares sold at $33.483; 5,900 shares sold at $33.485; 9,700 shares sold at $33.49; 6,600 shares sold at $33.495; 8,200 shares sold at $33.50; 100 shares sold at $33.505; 2,300 shares sold at $33.51; 500 shares sold at $33.515; 1,200 shares sold at $33.52; 100 shares sold at $33.525; 800 shares sold at $33.53; 100 shares sold at $33.535; 400 shares sold at $33.54; and 200 shares sold at $33.545.
(3)	The information in this report is based on a plan statement dated March 5, 2010 for the period ending February 28, 2010.

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