content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004
  
                                     FORM 8-K
                     CURRENT REPORT PURSUANT TO SECTION 13 OF
                        THE SECURITIES EXCHANGE ACT OF 1934
  
  
         Date of Report (date of earliest event reported): April 25, 2000
  
  
                            AGILENT TECHNOLOGIES, INC.
              (Exact name of Registrant as specified in its charter)
  
  <TABLE>
  <CAPTION>
          Delaware                            3825                     77-0518772
  <S>                              <C>                             <C>
  (State or other jurisdiction of  (Primary Standard Industrial    (I.R.S. Employer
  incorporation or organization)   Classification Code Number)     Identification Number)
  </TABLE>
  
                                3000 Hanover Street
                                Palo Alto, CA 94304
                     (Address of principal executive offices)
  
                                  (650) 850-1501
               (Registrant's telephone number, including area code)
  <PAGE>
  
  ITEM 5.  OTHER EVENTS
  
       On April 25, 2000, Agilent Technologies, Inc. issued a press release
  announcing that the Board of Directors of Agilent Technologies, Inc. approved
  the adoption of a Preferred Stock Rights Agreement.  The press release is
  attached as Exhibit 99 to this Form 8-K.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
       (c)  Exhibits.
  
            Exhibit 99  Agilent Technologies, Inc. Press Release issued April 25,
                        2000.
  <PAGE>
  
                                     SIGNATURE
  
            Pursuant to the requirements of the Securities Exchange Act or 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                         AGILENT TECHNOLOGIES, INC.
                                                      (Registrant)
  
  Date:  April 25, 2000
  
                                         By: /s/ Marie Oh Huber
                                             -------------------
                                         Marie Oh Huber
                                         Assistant General Counsel and
                                         Assistant Secretary
  <PAGE>
  
                                   EXHIBIT INDEX
  
  Exhibit
  Number
  ------
  
  99.1  Agilent Technologies, Inc. Press Release issued April 25, 2000.
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text: SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004
  
                                     FORM 8-K
                     CURRENT REPORT PURSUANT TO SECTION 13 OF
                        THE SECURITIES EXCHANGE ACT OF 1934
  
         Date of Report (date of earliest event reported): April 25, 2000
  
                            AGILENT TECHNOLOGIES, INC.
              (Exact name of Registrant as specified in its charter)
  Delaware                            3825                     77-0518772
  (State or other jurisdiction of  (Primary Standard Industrial    (I.R.S. Employer
  incorporation or organization)   Classification Code Number)     Identification Number)
  3000 Hanover Street
                                Palo Alto, CA 94304
                     (Address of principal executive offices)
  
                                  (650) 850-1501
               (Registrant's telephone number, including area code)
  ITEM 5.  OTHER EVENTS
  
       On April 25, 2000, Agilent Technologies, Inc. issued a press release
  announcing that the Board of Directors of Agilent Technologies, Inc. approved
  the adoption of a Preferred Stock Rights Agreement.  The press release is
  attached as Exhibit 99 to this Form 8-K.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
       (c)  Exhibits.
  
            Exhibit 99  Agilent Technologies, Inc. Press Release issued April 25,
                        2000.
  SIGNATURE
  
            Pursuant to the requirements of the Securities Exchange Act or 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                         AGILENT TECHNOLOGIES, INC.
                                                      (Registrant)
  
  Date:  April 25, 2000
  
                                         By: /s/ Marie Oh Huber
                                             -------------------
                                         Marie Oh Huber
                                         Assistant General Counsel and
                                         Assistant Secretary
  EXHIBIT INDEX
  
  Exhibit
  Number
  ------
  
  99.1  Agilent Technologies, Inc. Press Release issued April 25, 2000.