AGILENT TECHNOLOGIES, INC. — Director's Dealing 2011

May 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGILENT TECHNOLOGIES INC (A)
CIK: 0001090872
Period of Report: 2011-05-23

Reporting Person: SULLIVAN WILLIAM P (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-23	Common Stock	M	22578	$23.16	Acquired	339566	Direct
2011-05-23	Common Stock	S	22578	$49.00	Disposed	316988	Direct
2011-05-23	Common Stock	M	224311	$33.04	Acquired	541299	Direct
2011-05-23	Common Stock	S	224311	$49.059	Disposed	316988	Direct
2011-05-23	Common Stock	M	113122	$19.00	Acquired	430110	Direct
2011-05-23	Common Stock	S	113122	$48.653	Disposed	316988	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-23	Employee Stock Option (Right to Buy)	$23.16	M	22578	Disposed	2015-02-28	Common Stock (22578)	Direct
2011-05-23	Employee Stock Option (Right to Buy)	$33.04	M	224311	Disposed	2015-11-14	Common Stock (224311)	Direct
2011-05-23	Employee Stock Option (Right to Buy)	$19.00	M	113122	Disposed	2018-11-17	Common Stock (113122)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9678.722	Indirect

Footnotes

F1: The weighted average sales price was $49.059 with a range of $49.00 to $49.19.

F2: The weighted average sales price was $48.653 with a range of $48.50 to $48.82.

F3: 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.