Sec Form 4 Filing - Nersesian Ronald S. @ AGILENT TECHNOLOGIES INC - 2013-11-20

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 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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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 (MM/DD/YY) 11/20/2013 (Street) SANTA CLARA, CA95051 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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, CA95051 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:

( 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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