AGILENT TECHNOLOGIES, INC. — Director's Dealing 2011

May 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGILENT TECHNOLOGIES INC (A)
CIK: 0001090872
Period of Report: 2011-05-16

Reporting Person: HALLORAN JEAN (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-29	Common Stock	J	364.437	$42.424	Acquired	98984.198	Direct
2011-05-16	Common Stock	M	24153	$27.16	Acquired	123137.198	Direct
2011-05-16	Common Stock	S	24153	$52.132	Disposed	98984.198	Direct
2011-05-16	Common Stock	M	17534	$19.00	Acquired	116518.198	Direct
2011-05-16	Common Stock	S	17534	$52.422	Disposed	98984.198	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-16	Employee Stock Option (Right to Buy)	$27.16	M	24153	Disposed	2013-11-17	Common Stock (24153)	Direct
2011-05-16	Employee Stock Option (Right to Buy)	$19.00	M	17534	Disposed	2018-11-17	Common Stock (17534)	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: The weighted average sales price was $52.132 with a range of $52.07 to $52.16.

F3: The weighted average sales price was $52.422 with a range of $52.36 to $52.50.

F4: 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.