AGILENT TECHNOLOGIES, INC. — Director's Dealing 2011

Nov 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGILENT TECHNOLOGIES INC (A)
CIK: 0001090872
Period of Report: 2011-11-16

Reporting Person: Nersesian Ronald S. (Exec. Vice President, COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-31	Common Stock	J	87.275	$31.51	Acquired	73574.8412	Direct
2011-11-16	Common Stock	A	22868	$38.58	Acquired	96442.8412	Direct
2011-11-16	Common Stock	F	5502	$38.58	Disposed	90940.8412	Direct
2011-11-16	Common Stock	A	5899	$38.58	Acquired	96839.8412	Direct
2011-11-16	Common Stock	F	2753	$38.58	Disposed	94086.8412	Direct
2011-11-17	Common Stock	F	2335	$37.21	Disposed	91751.8412	Direct
2011-11-18	Common Stock	M	20739	$19.00	Acquired	112490.8412	Direct
2011-11-18	Common Stock	S	20739	$37.43	Disposed	91751.8412	Direct
2011-11-17	Common Stock	S	3146	$38.34	Disposed	88605.8412	Direct
2011-11-18	Common Stock	S	6097	$37.43	Disposed	82508.8412	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-18	Employee Stock Option (Right to Buy)	$19.00	M	20739	Disposed	2018-11-17	Common Stock (20739)	Direct
2011-11-17	Employee Stock Option (Right to Buy)	$37.21	A	112697	Acquired	2021-11-16	Common Stock (112697)	Direct

Footnotes

F1: 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.

F2: On November 16, 2011, 22,868 shares of common stock of Agilent Technologies, Inc. were awarded to the reporting person pursuant to the Agilent Technologies, Inc. Long-Term Performance Program. Under the Agilent Technologies, Inc. Deferred Compensation Plan, the reporting person has elected to defer 11,269 of such shares of common stock

F3: On November 16, 2011, 5,899 shares of common stock of Agilent Technologies, Inc. were awarded to the reporting person pursuant to the Agilent Technologies, Inc. Long-Term Performance Program.

F4: This transaction was effected pursuant to a Rule 10b5-1 plan.

F5: Right to buy Agilent Technologies, Inc. common stock granted under the Agilent Technologies, Inc. Stock Plan, in compliance with Rule 16b-3.

F6: 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.