FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * HALLORAN JEAN   2. Issuer Name and Ticker or Trading Symbol AGILENT TECHNOLOGIES INC [A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) 5301 STEVENS CREEK BLVD, MS 1A-LC 3. Date of Earliest Transaction (Month/Day/Year) 12/09/2009 (Street) SANTA CLARA, CA 95051 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/09/2009   S   3,955 D $ 29.15 81,559.32 D   Common Stock 12/09/2009   S   5,000 D $ 29.13 76,559.32 D   Common Stock 12/09/2009   M   157,522 A $ 24.45 234,081.32 D   Common Stock 12/09/2009   S(1)   157,522 D $ 29.107 76,559.32 D   Common Stock 12/09/2009   M   26,778 A $ 21.72 103,337.32 D   Common Stock 12/09/2009   M   40,014 A $ 15.14 143,351.32 D   Common Stock 12/09/2009   S(2)   40,014 D $ 29.102 103,337.32 D   Common Stock 12/09/2009   S   26,778 D $ 29.1 76,559.32 D   Common Stock 12/09/2009   M   17,533 A $ 19 94,092.32 D   Common Stock 12/09/2009   S(3)   17,533 D $ 29.14 76,559.32 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 24.45

12/09/2009

M

157,522

11/26/2002

11/25/2011

Common Stock

157,522

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 15.14

12/09/2009

M

40,014

11/19/2003

11/18/2012

Common Stock

40,014

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 21.72

12/09/2009

M

26,778

11/16/2005

11/15/2014

Common Stock

26,778

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 19

12/09/2009

M

17,533

11/18/2009

11/17/2018

Common Stock

17,533

$ 0

52,602

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HALLORAN JEAN 5301 STEVENS CREEK BLVD, MS 1A-LC SANTA CLARA, CA 95051			Senior Vice President

Signatures

/s/ Stephen D. Williams, attorney-in-fact for Ms. Halloran		12/11/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The weighted average sales price was $29.107 with a range of $29.10 to $29.138. The actual sales prices are as follow: 69,433 shares sold at $29.10; 36,860 shares sold at $29.105; 3,500 shares sold at $29.108; 21,105 shares sold at $29.11; 6,124 shares sold at $29.115; 600 shares sold at $29.118; 2,500 shares sold at $29.12; 5,000 shares sold at $29.125; 1,000 shares sold at $29.128; 4,000 shares sold at $29.13; 7,000 shares sold at $29.135; and 400 shares sold at $29.138.
(2)	The weighted average sales price was $29.102 with a range of $29.10 to $29.11. The actual sales prices are as follow: 27,614 shares sold at $29.10; 8,600 shares sold at $29.105; 1,100 shares sold at $29.108; and 2,700 shares sold at $29.11.
(3)	The weighted average sales price was $29.14 with a range of $29.10 to $29.17. The actual sales prices are as follow: 1,933 shares sold at $29.10; 1,000 shares sold at $29.11; 3,500 shares sold at $29.13; 3,500 shares sold at $29.14; 1,300 shares sold at $29.15; 5,300 shares sold at $29.16; and 1,000 shares sold at $29.17.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.