8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): August 25, 2005

AGILENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15405	77-0518772
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

395 Page Mill Road, Palo Alto, California 94306

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (650) 752-5000

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02. Termination of a Material Definitive Agreement.

To the extent required by Item 1.02 of Form 8-K, the information contained in or incorporated by reference in Item 8.01 of this report is incorporated by reference in this Item 1.02. In addition, to the extent required by Item 1.02 of Form 8-K, the Indenture between the Company and Citibank, N.A., dated November 27, 2001 (the “Indenture”), which was filed as Exhibit 99.2 to a Form 8-K filed by Agilent Technology, Inc. (“Agilent”) on November 27, 2001, is incorporated by reference in this Item 1.02 pursuant to General Instruction B.3 of Form 8-K. On August 25, 2005, Agilent elected to call for redemption all of its outstanding Debentures and a notice of redemption has been sent by Citibank, N.A., the trustee for the Debentures, to all registered holders of the Debentures. As of August 25, 2005, the aggregate outstanding principal amount of Debentures was approximately $1.125 billion. The redemption price for the Debentures is $1,000 per $1,000 principal amount of Debentures, plus accrued interest to, but excluding, September 9, 2005, which is the date of redemption. Upon redemption by Agilent of its 3% Senior Convertible Debentures Due 2021 (the “Debentures”), as described under Item 8.01, none of the Debentures will remain outstanding and the Indenture will generally cease to be of further effect. Agilent does not expect to incur any early termination penalties in connection with the redemption of the Debentures.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

To the extent required by Item 2.04 of Form 8-K, the information contained or incorporated in Items 1.02 and 8.01 of this report is incorporated by reference in this Item 2.04.

Item 8.01. Other Events.

Agilent issued a press release on August 25, 2005 announcing its election to call the Debentures for redemption. A copy of this press release is filed as Exhibit 99.1 to this report and is incorporated by reference in this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Press Release, dated August 25, 2005, announcing Agilent’s election to call the Debentures for redemption.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AGILENT TECHNOLOGIES, INC.
Date: August 25 , 2005	/S/    MARIE OH HUBER
	Marie Oh Huber Vice President, Assistant Secretary and Assistant General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated August 25, 2005, announcing Agilent’s election to call the Debentures for redemption.

EX-99.1

Exhibit 99.1

EDITORIAL CONTACT:            PRGP05024

Michele Drake

+1 650 752 5296

michele_drake@agilent.com

INVESTOR CONTACT:

Hilliard Terry

+1 650 752 5329

hilliard_terry@agilent.com

Agilent Technologies Announces Full Redemption of Convertible Debentures

PALO ALTO, Calif., Aug. 25, 2005 — Agilent Technologies Inc. (NYSE: A) announced today that it has called, for full redemption on Sept. 9, 2005, all of its 3 percent senior convertible debentures due 2021. As of today, the aggregate outstanding principal amount of the debentures was approximately $1.125 billion.

The redemption price for the debentures is $1,000 per $1,000 principal amount of the debentures, plus accrued interest to, but excluding, the redemption date. Accordingly, interest will cease to accrue on all debentures after the close of business Sept. 8, 2005.

Prior to 5 p.m. ET on Sept. 8, 2005, holders may elect to convert their debentures into shares of Agilent common stock. The debentures are convertible, at the option of the holder, at a conversion price of $32.22 per share. On Aug. 24, 2005, the last reported sale price of the company’s common stock on The New York Stock Exchange was $30.15 per share.

A Notice of Redemption has been sent by Citibank N.A., the trustee for the debentures, to all registered holders of the debentures. Copies of this notice and additional information related to the procedure for redemption may be obtained from Citibank N.A. by calling 800-422-2066.

About Agilent Technologies

Agilent Technologies Inc. (NYSE: A) is the world’s premier measurement company and a technology leader in communications, electronics, life sciences and chemical analysis. The company’s 28,000 employees serve customers in more than 110 countries. Agilent had net revenue of $7.2 billion in fiscal year 2004. Information about Agilent is available on the Web at www.agilent.com.

Forward-Looking Statements

This news release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and subject to the safe harbors created therein. The forward-looking statements contained herein include, but are not limited to, information regarding the expected redemption of Agilent’s debentures.

These forward-looking statements involve risks and uncertainties that could cause Agilent’s results to differ materially from management’s current expectations. Such risks and uncertainties include, but are not limited to, risks associated with the ability to complete the redemption on a timely basis. In addition, Agilent is subject to the risks detailed in its filings with the Securities and Exchange Commission, including its Quarterly Report on Form

10-Q for the period ended April 30, 2005. Forward-looking statements are based on the beliefs and assumptions of Agilent’s management and on currently available information. Agilent undertakes no responsibility to publicly update or revise any forward-looking statement.

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NOTE TO EDITORS: Further technology, corporate citizenship and executive news is available on the Agilent news site at www.agilent.com/go/news.