<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 2000
                                                   REGISTRATION NO.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       ----------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ----------------------------------

                           AGILENT TECHNOLOGIES, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                       ----------------------------------

            DELAWARE                                           77-0518772
 (STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NUMBER)

                               395 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94306
                                 (650) 752-5000
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (POSTAL CODE)

                       ----------------------------------

                           AGILENT TECHNOLOGIES, INC.

                          EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                       ----------------------------------

                               EDWARD W. BARNHOLT
                             CHIEF EXECUTIVE OFFICER
                           AGILENT TECHNOLOGIES, INC.
                               395 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94306
                                 (650) 752-5000
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:

                             D. CRAIG NORDLUND, ESQ.
                              MARIE OH HUBER, ESQ.
                           AGILENT TECHNOLOGIES, INC.
                               395 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94306


<TABLE>
<CAPTION>
                                      CALCULATION OF REGISTRATION FEE

---------------------------------------- --------------------- -------------------- -------------------- -------------------
                                                AMOUNT              PROPOSED             PROPOSED            AMOUNT OF
        TITLE OF EACH CLASS OF                  TO BE           MAXIMUM OFFERING     MAXIMUM AGGREGATE      REGISTRATION
      SECURITIES TO BE REGISTERED             REGISTERED         PRICE PER SHARE      OFFERING PRICE            FEE
---------------------------------------- --------------------- -------------------- -------------------- -------------------
<S>                                      <C>                   <C>                  <C>                  <C>
   Agilent Technologies, Inc. Common         35,000,000(a)         $40.1625(b)        $1,405,687,500(b)      $371,101.50
   Stock, par value $0.01 per share
---------------------------------------- --------------------- -------------------- -------------------- -------------------
</TABLE>

(a)  Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
     statement registers such indeterminate number of additional shares as may
     become issuable under the antidilution provisions contained in the Agilent
     Technologies, Inc. Employee Stock Purchase Plan.

(b)  The price is estimated in accordance with Rule 457(h)(1) of the Securities
     Act of 1933, solely for the purpose of calculating the registration fee and
     is the product of multiplying 35,000,000, the maximum number of shares
     issuable under the Employee Stock Purchase Plan that are covered by this
     registration statement, by 85% of $47.25 the average of the high and low
     prices per share of Corporation's Common Stock on the New York Stock
     Exchange--Composite Tape on September 28, 2000.


<PAGE>

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this registration
statement:

          (i)       The latest annual report of Agilent Technologies, Inc. (the
                    "Company") filed pursuant to Section 13(a) or 15(d) of the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act");

          (ii)      All other reports filed by the Company pursuant to Sections
                    13(a) or 15(d) of the Exchange Act since the end of the
                    fiscal year covered by the Company's latest annual report
                    referred to in Item 3(i) above;

          (iii)     The description of the Company's common stock set forth in
                    the Company's Registration Statement on Form 8-A, including
                    any amendment or report filed for the purpose of updating
                    such description.

All documents filed by the Company after the date of this registration statement
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment (that indicates all securities offered
have been sold or deregisters all securities then remaining unsold), shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Company is incorporated under the laws of the State of Delaware. Section 145
("Section 145") of the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended (the "General Corporation Law"), inter
alia, provides that a Delaware corporation may indemnify any persons who were,
are or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgements, fines and amounts paid in settlement actually and reasonable
incurred by such person in connection with such action, suit or proceeding,
provided such person acted in good faith and in a manner he reasonable believed
to be in or not opposed to the corporation's best interests and, with respect to
any criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal.

Section 145 further authorizes a corporation to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

Company's Certificate of Incorporation, as amended, and Bylaws, as amended,
provide for the indemnification of officers and directors to the fullest extent
permitted by the General Corporation Law.

All of Company's directors and officers will be covered by insurance policies
maintained by Company against certain liabilities for actions taken in their
capacities as such, including liabilities under the Securities Act of 1933, as
amended. In addition, Company has entered into indemnity agreements with
directors and executive officers to the fullest extent permitted by the General
Corporation Law.

<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

See Index to Exhibits.

ITEM 9.  UNDERTAKINGS

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

<PAGE>

                                       SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant, Agilent Technologies, Inc., certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto,
State of California, United States, on the 29th day of September, 2000.


                                 AGILENT TECHNOLOGIES, INC.
                                 (Registrant)

                                 By: /s/ Edward W. Barnholt
                                    -------------------------------------------
                                    Edward W. Barnholt
                                    President, Chief Executive Officer
                                    and Director

         We, the undersigned officers and directors of Agilent Technologies,
Inc., do hereby constitute and appoint Marie Oh Huber and D. Craig Nordlund, and
each of them with power to act alone, our true and lawful attorneys in fact, to
do any and all acts and things in our name and on our behalf in our capacities
as directors and officers, and to execute any and all instruments for us and in
our names in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said corporation to
comply with the Securities Act of 1933, as amended, and any rules, regulations,
and requirements of the Securities and Exchange Commission, in connection with
the Company's registration statements on Form S-8 regarding the Agilent
Technologies, Inc. Employee Stock Purchase Plan, including specifically, but
without limitation, power and authority to sign for us or any of us, in our
names in the capacities indicated below, such registration statement on Form S-8
and any and all amendments thereto; and we do each hereby ratify and confirm all
that the said attorneys, or either of them, shall do or cause to be done by
virtue hereof. The following persons executed this power of attorney in the
capacities and on the dates indicated below.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                 SIGNATURE                                    TITLE                                DATE
                 ---------                                    -----                                ----
<S>                                           <C>                                          <C>
/s/ Edward W. Barnholt                        President, Chief Executive Officer and       September 29, 2000
------------------------------------                         Director
Edward W. Barnholt

/s/ Robert R. Walker                               Executive Vice President and            September 29, 2000
------------------------------------                 Chief Financial Officer
Robert R. Walker

/s/ Dorothy D. Hayes                           Vice President, Controller and Chief        September 29, 2000
------------------------------------                    Accounting Officer
Dorothy D. Hayes

Directors:

/s/ Edward W. Barnholt                                       Director                      September 29, 2000
------------------------------------
Edward W. Barnholt

/s/ Gerald Grinstein                                         Director                      September 29, 2000
------------------------------------
Gerald Grinstein
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                 SIGNATURE                                    TITLE                                DATE
                 ---------                                    -----                                ----
<S>                                                         <C>                           <C>
/s/ Walter B. Hewlett                                        Director                      September 29, 2000
------------------------------------
Walter B. Hewlett

/s/ Randall L. Tobias                                        Director                      September 29, 2000
------------------------------------
Randall L. Tobias

/s/ Thomas E. Everhart                                       Director                      September 29, 2000
------------------------------------
Thomas E. Everhart

/s/ David M. Lawrence, M.D.                                  Director                      September 29, 2000
------------------------------------
David M. Lawrence, M.D.

/s/ James G. Cullen                                          Director                      September 29, 2000
------------------------------------
James G. Cullen

/s/ Robert J. Herbold                                        Director                      September 29, 2000
------------------------------------
Robert J. Herbold

/s/ Heidi Kunz                                               Director                      September 29, 2000
------------------------------------
Heidi Kunz
</TABLE>


A majority of the members of the Board of Directors.


<PAGE>


                                  EXHIBIT INDEX

         EXHIBIT
         NUMBER     NAME
         -------    ----
            4.1     Agilent Technologies, Inc. Employee Stock Purchase Plan

            5.1     Opinion of Marie Oh Huber as to the legality of the
                    securities being registered

           23.1     Consent of PricewaterhouseCoopers LLP

           23.2     Consent of Counsel (included in Opinion filed as Exhibit 5)

           24.1     Power of Attorney of Directors is included on the signature
                    page of the Registration Statement.
[{"type": "S-8", "sequence": "1", "filename": "a2026693zs-8.txt", "description": "S-8", "secsgml_size_bytes": 18654}]
{"company-data": {"conformed-name": "AGILENT TECHNOLOGIES INC", "cik": "0001090872", "assigned-sic": "3825", "irs-number": "770518772", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47024", "film-number": "732709"}, "business-address": {"street1": "395 PAGE MILL ROAD", "street2": "MS A 3-10", "city": "PALO ALTO", "state": "CA", "zip": "94306", "phone": "6507525000"}, "mail-address": {"street1": "395 PAGE MILL ROAD", "street2": "MS A 3-10", "city": "PALO ALTO", "state": "CA", "zip": "94306"}, "former-company": {"former-conformed-name": "HP MEASUREMENT INC", "date-changed": "19990716"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 2000
                                                   REGISTRATION NO.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       ----------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ----------------------------------

                           AGILENT TECHNOLOGIES, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                       ----------------------------------

            DELAWARE                                           77-0518772
 (STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NUMBER)

                               395 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94306
                                 (650) 752-5000
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (POSTAL CODE)

                       ----------------------------------

                           AGILENT TECHNOLOGIES, INC.

                          EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                       ----------------------------------

                               EDWARD W. BARNHOLT
                             CHIEF EXECUTIVE OFFICER
                           AGILENT TECHNOLOGIES, INC.
                               395 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94306
                                 (650) 752-5000
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:

                             D. CRAIG NORDLUND, ESQ.
                              MARIE OH HUBER, ESQ.
                           AGILENT TECHNOLOGIES, INC.
                               395 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94306
CALCULATION OF REGISTRATION FEE

---------------------------------------- --------------------- -------------------- -------------------- -------------------
                                                AMOUNT              PROPOSED             PROPOSED            AMOUNT OF
        TITLE OF EACH CLASS OF                  TO BE           MAXIMUM OFFERING     MAXIMUM AGGREGATE      REGISTRATION
      SECURITIES TO BE REGISTERED             REGISTERED         PRICE PER SHARE      OFFERING PRICE            FEE
---------------------------------------- --------------------- -------------------- -------------------- -------------------
Agilent Technologies, Inc. Common         35,000,000(a)         $40.1625(b)        $1,405,687,500(b)      $371,101.50
   Stock, par value $0.01 per share
---------------------------------------- --------------------- -------------------- -------------------- -------------------
(a)  Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
     statement registers such indeterminate number of additional shares as may
     become issuable under the antidilution provisions contained in the Agilent
     Technologies, Inc. Employee Stock Purchase Plan.

(b)  The price is estimated in accordance with Rule 457(h)(1) of the Securities
     Act of 1933, solely for the purpose of calculating the registration fee and
     is the product of multiplying 35,000,000, the maximum number of shares
     issuable under the Employee Stock Purchase Plan that are covered by this
     registration statement, by 85% of $47.25 the average of the high and low
     prices per share of Corporation's Common Stock on the New York Stock
     Exchange--Composite Tape on September 28, 2000.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this registration
statement:

          (i)       The latest annual report of Agilent Technologies, Inc. (the
                    "Company") filed pursuant to Section 13(a) or 15(d) of the
                    Securities Exchange Act of 1934, as amended (the "Exchange
                    Act");

          (ii)      All other reports filed by the Company pursuant to Sections
                    13(a) or 15(d) of the Exchange Act since the end of the
                    fiscal year covered by the Company's latest annual report
                    referred to in Item 3(i) above;

          (iii)     The description of the Company's common stock set forth in
                    the Company's Registration Statement on Form 8-A, including
                    any amendment or report filed for the purpose of updating
                    such description.

All documents filed by the Company after the date of this registration statement
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment (that indicates all securities offered
have been sold or deregisters all securities then remaining unsold), shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Company is incorporated under the laws of the State of Delaware. Section 145
("Section 145") of the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended (the "General Corporation Law"), inter
alia, provides that a Delaware corporation may indemnify any persons who were,
are or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgements, fines and amounts paid in settlement actually and reasonable
incurred by such person in connection with such action, suit or proceeding,
provided such person acted in good faith and in a manner he reasonable believed
to be in or not opposed to the corporation's best interests and, with respect to
any criminal action or proceeding, had no reasonable cause to believe that his
conduct was illegal.

Section 145 further authorizes a corporation to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

Company's Certificate of Incorporation, as amended, and Bylaws, as amended,
provide for the indemnification of officers and directors to the fullest extent
permitted by the General Corporation Law.

All of Company's directors and officers will be covered by insurance policies
maintained by Company against certain liabilities for actions taken in their
capacities as such, including liabilities under the Securities Act of 1933, as
amended. In addition, Company has entered into indemnity agreements with
directors and executive officers to the fullest extent permitted by the General
Corporation Law.
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

See Index to Exhibits.

ITEM 9.  UNDERTAKINGS

(a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant, Agilent Technologies, Inc., certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto,
State of California, United States, on the 29th day of September, 2000.

                                 AGILENT TECHNOLOGIES, INC.
                                 (Registrant)

                                 By: /s/ Edward W. Barnholt
                                    -------------------------------------------
                                    Edward W. Barnholt
                                    President, Chief Executive Officer
                                    and Director

         We, the undersigned officers and directors of Agilent Technologies,
Inc., do hereby constitute and appoint Marie Oh Huber and D. Craig Nordlund, and
each of them with power to act alone, our true and lawful attorneys in fact, to
do any and all acts and things in our name and on our behalf in our capacities
as directors and officers, and to execute any and all instruments for us and in
our names in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said corporation to
comply with the Securities Act of 1933, as amended, and any rules, regulations,
and requirements of the Securities and Exchange Commission, in connection with
the Company's registration statements on Form S-8 regarding the Agilent
Technologies, Inc. Employee Stock Purchase Plan, including specifically, but
without limitation, power and authority to sign for us or any of us, in our
names in the capacities indicated below, such registration statement on Form S-8
and any and all amendments thereto; and we do each hereby ratify and confirm all
that the said attorneys, or either of them, shall do or cause to be done by
virtue hereof. The following persons executed this power of attorney in the
capacities and on the dates indicated below.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                    TITLE                                DATE
                 ---------                                    -----                                ----
/s/ Edward W. Barnholt                        President, Chief Executive Officer and       September 29, 2000
------------------------------------                         Director
Edward W. Barnholt

/s/ Robert R. Walker                               Executive Vice President and            September 29, 2000
------------------------------------                 Chief Financial Officer
Robert R. Walker

/s/ Dorothy D. Hayes                           Vice President, Controller and Chief        September 29, 2000
------------------------------------                    Accounting Officer
Dorothy D. Hayes

Directors:

/s/ Edward W. Barnholt                                       Director                      September 29, 2000
------------------------------------
Edward W. Barnholt

/s/ Gerald Grinstein                                         Director                      September 29, 2000
------------------------------------
Gerald Grinstein
SIGNATURE                                    TITLE                                DATE
                 ---------                                    -----                                ----
/s/ Walter B. Hewlett                                        Director                      September 29, 2000
------------------------------------
Walter B. Hewlett

/s/ Randall L. Tobias                                        Director                      September 29, 2000
------------------------------------
Randall L. Tobias

/s/ Thomas E. Everhart                                       Director                      September 29, 2000
------------------------------------
Thomas E. Everhart

/s/ David M. Lawrence, M.D.                                  Director                      September 29, 2000
------------------------------------
David M. Lawrence, M.D.

/s/ James G. Cullen                                          Director                      September 29, 2000
------------------------------------
James G. Cullen

/s/ Robert J. Herbold                                        Director                      September 29, 2000
------------------------------------
Robert J. Herbold

/s/ Heidi Kunz                                               Director                      September 29, 2000
------------------------------------
Heidi Kunz
A majority of the members of the Board of Directors.
EXHIBIT INDEX

         EXHIBIT
         NUMBER     NAME
         -------    ----
            4.1     Agilent Technologies, Inc. Employee Stock Purchase Plan

            5.1     Opinion of Marie Oh Huber as to the legality of the
                    securities being registered

           23.1     Consent of PricewaterhouseCoopers LLP

           23.2     Consent of Counsel (included in Opinion filed as Exhibit 5)

           24.1     Power of Attorney of Directors is included on the signature
                    page of the Registration Statement.