Edgar Filing: AGILENT TECHNOLOGIES INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Byrne Patrick J

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2005

3. Issuer Name and Ticker or Trading Symbol
AGILENT TECHNOLOGIES INC [A]

(Last)

(First)

(Middle)

395 PAGE MILL ROAD, MS A3-18

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior Vice President

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PALO ALTO,Â CAÂ 94306

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,150.72	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

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

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy) ⁽¹⁾	02/12/2000⁽²⁾	02/11/2009	Common Stock	5,205	$ 43.71	D	Â
Employee Stock Option (right to buy) ⁽¹⁾	07/19/2000⁽²⁾	07/18/2009	Common Stock	13,880	$ 67.34	D	Â
Employee Stock Option (right to buy) ⁽³⁾	11/18/2000⁽²⁾	11/17/2009	Common Stock	13,585	$ 30	D	Â
Employee Stock Option (right to buy) ⁽⁴⁾	12/22/2004⁽⁵⁾	11/17/2009	Common Stock	9,056	$ 28.17	D	Â
Employee Stock Option (right to buy) ⁽⁴⁾	12/22/2004⁽⁵⁾	11/17/2009	Common Stock	26,666	$ 28.17	D	Â
Employee Stock Option (right to buy) ⁽⁴⁾	12/22/2004⁽⁵⁾	05/16/2010	Common Stock	40	$ 28.17	D	Â
Employee Stock Option (right to buy) ⁽⁴⁾	12/22/2004⁽⁵⁾	09/27/2010	Common Stock	7,500	$ 28.17	D	Â
Employee Stock Option (right to buy) ⁽⁴⁾	12/22/2004⁽⁵⁾	11/12/2010	Common Stock	34,066	$ 28.17	D	Â
Employee Stock Option (right to buy) ⁽³⁾	11/26/2002⁽⁶⁾	11/25/2011	Common Stock	60,000	$ 25.67	D	Â
Employee Stock Option (right to buy) ⁽³⁾	11/19/2003⁽⁶⁾	11/18/2012	Common Stock	70,000	$ 15.89	D	Â
Employee Stock Option (right to buy) ⁽³⁾	01/26/2005⁽⁶⁾	01/25/2014	Common Stock	75,000	$ 33.53	D	Â
Employee Stock Option (right to buy) ⁽³⁾	01/24/2006⁽⁶⁾	01/24/2015	Common Stock	48,000	$ 21.65	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Byrne Patrick J 395 PAGE MILL ROAD, MS A3-18 PALO ALTO,Â CAÂ 94306	Â	Â	Â Senior Vice President	Â

Signatures

By: Marie Oh Huber / Attorney-in-fact		02/11/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Conversion from HP stock options to Agilent stock options as a result of the June 2, 2000 spin-off of Agilent Technologies, Inc. by Hewlett-Packard Company, in a transaction exempt from Rule 16b-3.
(2)	The option vested in 25% increments annually, beginning on the stated date exercisable. As of the date of this report, the option is fully exercisable.
(3)	Right to buy Agilent Technologies, Inc. common stock granted under the Agilent Technologies, Inc. 1999 Stock Plan complying with Rule 16b-3.
(4)	Right to buy Agilent Technologies, Inc. common stock received as part of the Option Exchange Program and granted under the Agilent Technologies, Inc. 1999 Stock Plan complying with Rule 16b-3.
(5)	The option vests in 50% increments on December 22, 2004 and December 22, 2005, respectively.
(6)	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.

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.