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: McMullen Michael R. (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-31	Common Stock	J	416.542	$31.51	Acquired	64247.1099	Direct
2011-11-16	Common Stock	A	19749	$38.58	Acquired	83996.1099	Direct
2011-11-16	Common Stock	F	9153	$38.58	Disposed	74843.1099	Direct
2011-11-17	Common Stock	F	2318	$37.21	Disposed	72525.1099	Direct
2011-11-17	Common Stock	A	25000	—	Acquired	97525.1099	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-17	Employee Stock Option (Right to Buy)	$37.21	A	63861	Acquired	2021-11-16	Common Stock (63861)	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, 19,749 shares of common stock of Agilent Technologies, Inc. were awarded to the reporting person pursuant to the Agilent Technologies, Inc. Long-Term Performance Program.

F3: Restricted Stock Units granted under the Agilent Technologies, Inc. 2009 Stock Plan, in compliance with Rule 16b-3. The restricted stock units vest 100% in one installment on 11/17/2014.

F4: Right to buy Agilent Technologies, Inc. common stock granted under the Agilent Technologies, Inc. 2009 Stock Plan, in compliance with Rule 16b-3.

F5: The option is exercisable in four equal annual installments beginning on the first anniversary of the date of the grant. The first vesting date is stated.