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 *
Nersesian Ronald S.
  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)
Executive Vice President
(Last)
(First)
(Middle)
5301 STEVENS CREEK BLVD.
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2013
(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 11/20/2013   A   40,999 A $ 53.53 84,902.0612 D  
Common Stock 11/20/2013   A   18,831 (1) A $ 53.53 103,733.0612 D  
Common Stock 11/21/2013   M   22,766 A $ 35.21 126,499.0612 D  
Common Stock 11/21/2013   M   28,174 A $ 37.21 154,673.0612 D  
Common Stock 11/21/2013   M   35,000 A $ 35.84 189,673.0612 D  
Common Stock 11/21/2013   M   28,207 A $ 29.46 217,880.0612 D  
Common Stock 11/21/2013   S   114,147 D $ 54.39 (2) 103,733.0612 D  
Common Stock 11/20/2013   F   912 (3) D $ 53.53 102,821.0612 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) (4) $ 53.53 11/20/2013   A   120,620   11/20/2014(5) 11/19/2023 Common Stock 120,620 $ 0 120,620 D  
Employee Stock Option (Right to Buy) (4) $ 29.46 11/21/2013   M     28,207 11/18/2010(6) 11/17/2019 Common Stock 28,207 $ 0 0 D  
Employee Stock Option (Right to Buy) (4) $ 35.84 11/21/2013   M     35,000 11/21/2013(5) 11/20/2022 Common Stock 35,000 $ 0 105,000 D  
Employee Stock Option (Right to Buy) (4) $ 37.21 11/21/2013   M     28,174 11/17/2012(5) 11/16/2021 Common Stock 28,174 $ 0 56,349 D  
Employee Stock Option (Right to Buy) (4) $ 35.21 11/21/2013   M     22,766 11/17/2011(5) 11/16/2020 Common Stock 22,766 $ 0 22,767 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Nersesian Ronald S.
5301 STEVENS CREEK BLVD.
SANTA CLARA, CA 95051
      Executive Vice President  

Signatures

 /s/ Stephen D. Williams, attorney-in-fact for Mr. Nersesian   11/22/2013
**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) On November 20, 2013, pursuant to the Agilent Technologies, Inc. Long-Term Performance Program, 18,831 shares of common stock of Agilent Technologies, Inc. were awarded to the reporting person. Under the Agilent Technologies, Inc. Deferred Compensation Plan, the reporting person has elected to defer 17,889 of such shares of common stock.
(2) The weighted average price was $54.39 with a range of $54.22 to $54.55
(3) The reporting person surrendered 912 shares to Agilent to satisfy tax liability on the release of restricted shares in accordance with Rule 16b-3.
(4) Right to buy Agilent Technologies, Inc. common stock granted under the Agilent Technologies, Inc. Stock Plan, in compliance with Rule 16b-3.
(5) 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.
(6) The option is fully vested and exercisable

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