content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                         Date of Report:  January 2, 2001
               (Date of earliest event reported:  November 24, 2000)
  
                        OBJECTIVE SYSTEMS INTEGRATORS, INC.
  
              (Exact name of Registrant as specified in its charter)
  
  <TABLE>
  <S>                                     <C>                                      <C>
            Delaware                                     0-26886                                68-0239619
  (State or other jurisdiction of                (Commission File Number)             (IRS Employer Identification No.)
         incorporation)
  </TABLE>
  
    101 Parkshore Drive Folsom, California                              95630
   (Address of Principal Executive Offices)                           (Zip Code)
  
                                  (916) 353-2400
               (Registrant's telephone number, including area code)
  <PAGE>
  
       Item 5.  Other Events
  
       On November 24, 2000, Objective Systems Integrators, Inc. (the "Company")
  entered into an Agreement and Plan of Merger (the "Merger Agreement") with
  Agilent Technologies, Inc. ("Agilent") and Tahoe Acquisition Corp., a wholly-
  owned subsidiary of Agilent (" Merger Sub").  Pursuant to the Merger Agreement,
  and upon the terms and subject to the conditions thereof, on December 6, 2000,
  Merger Sub commenced a cash tender offer (the "Offer") for all of the issued and
  outstanding shares of common stock, par value $.001 per share (the "Shares"), of
  the Company, at a purchase price of $17.75 per share.  Upon consummation of the
  Offer, Merger Sub will merge with and into the Company (the "Merger") and the
  Company will become a wholly-owned subsidiary of Agilent.  In the Merger, the
  remaining common shareholders of the Company will become entitled to receive the
  per share consideration paid in the Offer.
  
       Additional information regarding the Offer is available in the Tender Offer
  Statement on Schedule TO, and the schedules and exhibits incorporated therein,
  filed by Merger Sub and Agilent with the Securities and Exchange Commission (the
  "Commission") on December 6, 2000, as amended (collectively, the "Schedule TO"),
  and in the Solicitation/Recommendation Statement on Schedule 14D-9, and the
  schedules and exhibits incorporated therein, filed by the Registrant with the
  Commission on December 6, 2000, as amended (collectively, the "Schedule 14D-9").
  The Offer to Purchase is being made available to the stockholders of the
  Registrant by mail and is otherwise available on request from the information
  agent for the Offer, Corporate Investor Communications, Inc.
  
       If the Offer is consummated as described in the Merger Agreement, the
  Schedule TO and the Schedule 14D-9, a change in control of the Registrant will
  occur as described therein.  The persons acquiring control, the amount and the
  source of consideration used by those persons, the basis of control, the
  percentage of voting securities of the Registrant to be acquired by the persons
  acquiring control, and the identity of the persons from whom control would be
  assumed, are described in the Schedule TO and Schedule 14D-9.
  
       Item 7.  Financial Statements, Pro Forma Financial Information and
  Exhibits.
  
       (c)  Exhibits.
  
  99.1 Tender Offer Statement on Schedule TO, dated December 6, 2000, filed with
       the Securities and Exchange Commission by Agilent Technologies, Inc. and
       Tahoe Acquisition Corp., incorporated by reference to such filing.
  
  99.2 Schedule 14D-9, dated December 6, 2000, filed with the Securities and
       Exchange Commission by Objective Systems Integrators, Inc., incorporated by
       reference to such filing.
  
  99.3 Amendment No. 1 to Schedule 14D-9, dated December 15, 2000, filed with the
       Securities and Exchange Commission by Objective Systems Integrators, Inc.,
       incorporated by reference to such filing.
  
  99.4 Amendment No. 1. to Tender Offer Statement on Schedule TO, dated December
       26, 2000, filed with the Securities and Exchange Commission by Agilent
       Technologies, Inc. and Tahoe Acquisition Corp., incorporated by reference
       to such filing.
  
  99.5 Amendment No. 2 to Schedule 14D-9, dated December 26, 2000, filed with the
       Securities and Exchange Commission by Objective Systems Integrators, Inc.,
       incorporated by reference to such filing.
  
  99.6 Amendment No. 3 to Schedule 14D-9, dated December 29, 2000, filed with the
       Securities and Exchange Commission by Objective Systems Integrators, Inc.,
       incorporated by reference to such filing.
  
                                         1
  <PAGE>
  
                                    SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                OBJECTIVE SYSTEMS INTEGRATORS, INC.
  
                           By:  /s/  Philip N. Cardman
                                -----------------------------
                                Philip N. Cardman
                                Vice President, General Counsel and Secretary
  
  Dated:  January 2, 2001
  
                                         2
  <PAGE>
  
                                   Exhibit Index
  
  Exhibit No.                                Description
  ------------                               -----------
  
  99.1*               Tender Offer Statement on Schedule TO, dated December 6,
                      2000, filed with the Securities and Exchange Commission by
                      Agilent Technologies, Inc. and Tahoe Acquisition Corp.,
                      incorporated by reference to such filing.
  
  99.2*               Schedule 14D-9, dated December 6, 2000, filed with the
                      Securities and Exchange Commission by Objective Systems
                      Integrators, Inc., incorporated by reference to such filing.
  
  99.3*               Amendment No. 1 to Schedule 14D-9, dated December 15, 2000,
                      filed with the Securities and Exchange Commission by
                      Objective Systems Integrators, Inc., incorporated by
                      reference to such filing.
  
  99.4*               Amendment No. 1. to Tender Offer Statement on Schedule TO,
                      dated December 26, 2000, filed with the Securities and
                      Exchange Commission by Agilent Technologies, Inc. and Tahoe
                      Acquisition Corp., incorporated by reference to such filing.
  
  99.5*               Amendment No. 2 to Schedule 14D-9, dated December 26, 2000,
                      filed with the Securities and Exchange Commission by
                      Objective Systems Integrators, Inc., incorporated by
                      reference to such filing.
  
  99.6*               Amendment No. 3 to Schedule 14D-9, dated December 29, 2000,
                      filed with the Securities and Exchange Commission by
                      Objective Systems Integrators, Inc., incorporated by
                      reference to such filing.
  
  _________________
  *Incorporated by reference to such filing
  
                                         3
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text: SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
  
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                         Date of Report:  January 2, 2001
               (Date of earliest event reported:  November 24, 2000)
  
                        OBJECTIVE SYSTEMS INTEGRATORS, INC.
  
              (Exact name of Registrant as specified in its charter)
  Delaware                                     0-26886                                68-0239619
  (State or other jurisdiction of                (Commission File Number)             (IRS Employer Identification No.)
         incorporation)
  101 Parkshore Drive Folsom, California                              95630
   (Address of Principal Executive Offices)                           (Zip Code)
  
                                  (916) 353-2400
               (Registrant's telephone number, including area code)
  Item 5.  Other Events
  
       On November 24, 2000, Objective Systems Integrators, Inc. (the "Company")
  entered into an Agreement and Plan of Merger (the "Merger Agreement") with
  Agilent Technologies, Inc. ("Agilent") and Tahoe Acquisition Corp., a wholly-
  owned subsidiary of Agilent (" Merger Sub").  Pursuant to the Merger Agreement,
  and upon the terms and subject to the conditions thereof, on December 6, 2000,
  Merger Sub commenced a cash tender offer (the "Offer") for all of the issued and
  outstanding shares of common stock, par value $.001 per share (the "Shares"), of
  the Company, at a purchase price of $17.75 per share.  Upon consummation of the
  Offer, Merger Sub will merge with and into the Company (the "Merger") and the
  Company will become a wholly-owned subsidiary of Agilent.  In the Merger, the
  remaining common shareholders of the Company will become entitled to receive the
  per share consideration paid in the Offer.
  
       Additional information regarding the Offer is available in the Tender Offer
  Statement on Schedule TO, and the schedules and exhibits incorporated therein,
  filed by Merger Sub and Agilent with the Securities and Exchange Commission (the
  "Commission") on December 6, 2000, as amended (collectively, the "Schedule TO"),
  and in the Solicitation/Recommendation Statement on Schedule 14D-9, and the
  schedules and exhibits incorporated therein, filed by the Registrant with the
  Commission on December 6, 2000, as amended (collectively, the "Schedule 14D-9").
  The Offer to Purchase is being made available to the stockholders of the
  Registrant by mail and is otherwise available on request from the information
  agent for the Offer, Corporate Investor Communications, Inc.
  
       If the Offer is consummated as described in the Merger Agreement, the
  Schedule TO and the Schedule 14D-9, a change in control of the Registrant will
  occur as described therein.  The persons acquiring control, the amount and the
  source of consideration used by those persons, the basis of control, the
  percentage of voting securities of the Registrant to be acquired by the persons
  acquiring control, and the identity of the persons from whom control would be
  assumed, are described in the Schedule TO and Schedule 14D-9.
  
       Item 7.  Financial Statements, Pro Forma Financial Information and
  Exhibits.
  
       (c)  Exhibits.
  
  99.1 Tender Offer Statement on Schedule TO, dated December 6, 2000, filed with
       the Securities and Exchange Commission by Agilent Technologies, Inc. and
       Tahoe Acquisition Corp., incorporated by reference to such filing.
  
  99.2 Schedule 14D-9, dated December 6, 2000, filed with the Securities and
       Exchange Commission by Objective Systems Integrators, Inc., incorporated by
       reference to such filing.
  
  99.3 Amendment No. 1 to Schedule 14D-9, dated December 15, 2000, filed with the
       Securities and Exchange Commission by Objective Systems Integrators, Inc.,
       incorporated by reference to such filing.
  
  99.4 Amendment No. 1. to Tender Offer Statement on Schedule TO, dated December
       26, 2000, filed with the Securities and Exchange Commission by Agilent
       Technologies, Inc. and Tahoe Acquisition Corp., incorporated by reference
       to such filing.
  
  99.5 Amendment No. 2 to Schedule 14D-9, dated December 26, 2000, filed with the
       Securities and Exchange Commission by Objective Systems Integrators, Inc.,
       incorporated by reference to such filing.
  
  99.6 Amendment No. 3 to Schedule 14D-9, dated December 29, 2000, filed with the
       Securities and Exchange Commission by Objective Systems Integrators, Inc.,
       incorporated by reference to such filing.
  
                                         1
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunto duly authorized.
  
                                OBJECTIVE SYSTEMS INTEGRATORS, INC.
  
                           By:  /s/  Philip N. Cardman
                                -----------------------------
                                Philip N. Cardman
                                Vice President, General Counsel and Secretary
  
  Dated:  January 2, 2001
  
                                         2
  Exhibit Index
  
  Exhibit No.                                Description
  ------------                               -----------
  
  99.1*               Tender Offer Statement on Schedule TO, dated December 6,
                      2000, filed with the Securities and Exchange Commission by
                      Agilent Technologies, Inc. and Tahoe Acquisition Corp.,
                      incorporated by reference to such filing.
  
  99.2*               Schedule 14D-9, dated December 6, 2000, filed with the
                      Securities and Exchange Commission by Objective Systems
                      Integrators, Inc., incorporated by reference to such filing.
  
  99.3*               Amendment No. 1 to Schedule 14D-9, dated December 15, 2000,
                      filed with the Securities and Exchange Commission by
                      Objective Systems Integrators, Inc., incorporated by
                      reference to such filing.
  
  99.4*               Amendment No. 1. to Tender Offer Statement on Schedule TO,
                      dated December 26, 2000, filed with the Securities and
                      Exchange Commission by Agilent Technologies, Inc. and Tahoe
                      Acquisition Corp., incorporated by reference to such filing.
  
  99.5*               Amendment No. 2 to Schedule 14D-9, dated December 26, 2000,
                      filed with the Securities and Exchange Commission by
                      Objective Systems Integrators, Inc., incorporated by
                      reference to such filing.
  
  99.6*               Amendment No. 3 to Schedule 14D-9, dated December 29, 2000,
                      filed with the Securities and Exchange Commission by
                      Objective Systems Integrators, Inc., incorporated by
                      reference to such filing.
  
  _________________
  *Incorporated by reference to such filing
  
                                         3