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 *
  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, CA 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
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (1) 02/12/2000(2) 02/11/2009 Common Stock 5,205 $ 43.71 D  
Employee Stock Option (right to buy) (1) 07/19/2000(2) 07/18/2009 Common Stock 13,880 $ 67.34 D  
Employee Stock Option (right to buy) (3) 11/18/2000(2) 11/17/2009 Common Stock 13,585 $ 30 D  
Employee Stock Option (right to buy) (4) 12/22/2004(5) 11/17/2009 Common Stock 9,056 $ 28.17 D  
Employee Stock Option (right to buy) (4) 12/22/2004(5) 11/17/2009 Common Stock 26,666 $ 28.17 D  
Employee Stock Option (right to buy) (4) 12/22/2004(5) 05/16/2010 Common Stock 40 $ 28.17 D  
Employee Stock Option (right to buy) (4) 12/22/2004(5) 09/27/2010 Common Stock 7,500 $ 28.17 D  
Employee Stock Option (right to buy) (4) 12/22/2004(5) 11/12/2010 Common Stock 34,066 $ 28.17 D  
Employee Stock Option (right to buy) (3) 11/26/2002(6) 11/25/2011 Common Stock 60,000 $ 25.67 D  
Employee Stock Option (right to buy) (3) 11/19/2003(6) 11/18/2012 Common Stock 70,000 $ 15.89 D  
Employee Stock Option (right to buy) (3) 01/26/2005(6) 01/25/2014 Common Stock 75,000 $ 33.53 D  
Employee Stock Option (right to buy) (3) 01/24/2006(6) 01/24/2015 Common Stock 48,000 $ 21.65 D  

Reporting Owners

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

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.

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