Ownership Submission
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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DILLON ADRIAN T
   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)
EVP, Finance & Admin., CFO
(Last)
(First)
(Middle)
5301 STEVENS CREEK BLVD, MS 1A-LC		 3. Date of Earliest Transaction (Month/Day/Year)
03/30/2010
(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 03/30/2010   M   113,415 A $ 33.04 243,340.257 D  
Common Stock 03/30/2010   S   113,415 D $ 34.61 (1) 129,925.257 D  
Common Stock 03/30/2010   M   78,300 A $ 33.14 208,225.257 D  
Common Stock 03/30/2010   S   78,300 D $ 34.602 (2) 129,925.257 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) $ 33.04 03/30/2010   M     113,415 11/15/2006 11/14/2015 Common Stock 113,415 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 33.14 03/30/2010   M     78,300 11/15/2007 11/14/2016 Common Stock 78,300 $ 0 26,100 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DILLON ADRIAN T
5301 STEVENS CREEK BLVD, MS 1A-LC
SANTA CLARA, CA 95051		       EVP, Finance & Admin., CFO  

Signatures

 /s/ Stephen D. Williams, attorney-in-fact for Mr. Dillon   04/01/2010
**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 $34.61 with a range of $34.60 to $34.66. The actual sales prices are as follow: 83,284 shares sold at $34.60; 726 shares sold at $34.601; 500 shares sold at $34.602; 1,100 shares sold at $34.605; 200 shares sold at $34.608; 800 shares sold at $34.61; 2,000 shares sold at $34.63; 14,235 shares sold at $34.64; 10,370 shares sold at $34.65; and 200 shares sold at $34.66.
(2) The weighted average sales price was $34.602 with a range of $34.60 to $34.62. The actual sales prices are as follow: 62,597 shares sold at $34.60; 3 shares sold at $34.602; 5,400 shares sold at $34.605; 700 shares sold at $34.608; 8,300 shares sold at $34.61; 300 shares sold at $34.611; and 1,000 shares sold at $34.62.

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