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 *
LAWRENCE DAVID M
   2. Issuer Name and Ticker or Trading Symbol
AGILENT TECHNOLOGIES INC [A] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
395 PAGE MILL ROAD, MS A3-18		 3. Date of Earliest Transaction (Month/Day/Year)
06/02/2000
(Street)

PALO ALTO, CA 94306		 4. If Amendment, Date Original Filed(Month/Day/Year)
07/07/2000		 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 06/02/2000   J(1) V 553 A $ 0 1,553 D  

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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
Non-Employee Director Stock Option (right to buy) $ 38.31 06/02/2000   J(2) V 3,123   03/02/1999 03/01/2008 Common Stock 3,123 $ 0 3,123 D  
Non-Employee Director Stock Option (right to buy) $ 37.51 06/02/2000   J(2) V 6,884   03/01/2000 02/28/2009 Common Stock 6,884 $ 0 6,884 D  
Non-Employee Director Stock Option (right to buy) $ 0.29 06/02/2000   J(2) V 1,103   03/01/1997 02/28/2006 Common Stock 1,103 $ 0 1,103 D  
Non-Employee Director Stock Option (right to buy) $ 32.56 06/02/2000   J(2) V 3,685   03/03/1998 03/02/2007 Common Stock 3,685 $ 0 3,685 D  
Non-Employee Director Stock Option (right to buy) $ 30             11/18/2000 11/17/2009 Common Stock 30,702   30,702 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LAWRENCE DAVID M
395 PAGE MILL ROAD, MS A3-18
PALO ALTO, CA 94306		   X      

Signatures

 By: D. Craig Nordlund / Attorney-in-fact   07/07/2000
**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 reporting person's Form 4, dated July 7, 2000, reported 577 shares acquired in a pro rata distribution on June 2, 2000 by Hewlett-Packard Company of its interest in Agilent Technologies, Inc., in a transaction exempt under Rule 16b-3. The actual number of shares acquired by the reporting person in that transaction was 553 shares.
(2) 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.

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