Edgar Filing: Huber Marie Oh

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Huber Marie Oh

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2009

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

(Last)

(First)

(Middle)

5301 STEVENS CREEK BLVD, MS 1A-LC

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr VP, General Counsel & Sec.

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

(Street)

SANTA CLARA,Â CAÂ 95051

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	17,109.49 ⁽¹⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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) ⁽²⁾	Â ⁽³⁾	05/16/2010	Common Stock	42	$ 26.83	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	Â ⁽³⁾	08/10/2010	Common Stock	3,500	$ 26.83	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	Â ⁽³⁾	11/12/2010	Common Stock	5,950	$ 26.83	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	Â ⁽³⁾	06/14/2011	Common Stock	2,625	$ 28.55	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	Â ⁽³⁾	08/20/2011	Common Stock	3,675	$ 24.43	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	Â ⁽³⁾	11/25/2011	Common Stock	10,501	$ 24.45	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	Â ⁽³⁾	06/16/2012	Common Stock	26,253	$ 23.54	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	Â ⁽³⁾	01/25/2014	Common Stock	35,704	$ 31.93	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	Â ⁽³⁾	01/23/2015	Common Stock	17,852	$ 20.62	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	01/17/2007⁽⁴⁾	01/16/2016	Common Stock	21,528	$ 31.93	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	11/15/2007⁽⁴⁾	11/14/2016	Common Stock	19,000	$ 33.14	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	11/29/2008⁽⁴⁾	11/28/2017	Common Stock	17,250	$ 37.47	D	Â
Employee Stock Option (Right to Buy) ⁽²⁾	11/18/2009⁽⁴⁾	11/17/2018	Common Stock	22,624	$ 19	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Huber Marie Oh 5301 STEVENS CREEK BLVD, MS 1A-LC SANTA CLARA,Â CAÂ 95051	Â	Â	Â Sr VP, General Counsel & Sec.	Â

Signatures

/s/ Marie Oh Huber		10/01/2009
^**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)	Includes 9,208 restricted stock units (RSUs) awarded on September 15, 2009. The RSUs vest in four equal installments beginning on September 15, 2010.
(2)	Right to buy Agilent Technologies, Inc. common stock granted under the Agilent Technologies, Inc. 1999 Stock Plan, in compliance with Rule 16b-3.
(3)	This option is fully vested and exercisable.
(4)	The option is exercisable in four equal installments beginning on the first anniversary of the date of the grant. The first vesting date is stated.

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