AGILENT TECHNOLOGIES, INC. — Director's Dealing 2012

Mar 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGILENT TECHNOLOGIES INC (A)
CIK: 0001090872
Period of Report: 2012-03-22

Reporting Person: CLARK PAUL N (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-22	Common Stock	A	4079	$43.71	Acquired	42478.713	Direct
2012-03-22	Common Stock	A	2039.891	$43.71	Acquired	44518.604	Direct
2012-03-22	Common Stock	A	226.655	$43.71	Acquired	44745.259	Direct

Footnotes

F1: Shares acquired from award of Agilent Technologies, Inc. common stock for Non-Employee Directors that are fully vested upon grant. Under the Agilent Technologies, Inc. 2005 Deferred Compensation Plan for Non-Employee Directors, the reporting person has elected to defer these shares of common stock.

F2: Shares of the Company's common stock held in a deferral account pursuant to the Agilent Technologies, Inc. 2005 Deferred Compensation Plan for Non-Employee Directors that vest quarterly in 25% increments, with the first date of vesting being the date of grant.

F3: Shares of the Company's common stock held in a deferral account pursuant to the Agilent Technologies, Inc. 2005 Deferred Compensation Plan for Non-Employee Directors. Such shares were fully vested upon grant.