AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION

 

                                      OF

 

                             HP MEASUREMENT, INC.

 

 

     HP Measurement, Inc., a corporation organized and existing under the laws

of the State of Delaware, does hereby certify:

 

     1.  The name of the corporation is HP Measurement, Inc.  HP Measurement,

Inc. was originally incorporated under the same name, and the original

Certificate of Incorporation was filed with the Secretary of State of the State

of Delaware on May 4, 1999.

 

     2.  Pursuant to Sections 242 and 228 of the General Corporation Law of the

State of Delaware, the amendments and restatement herein set forth have been

duly approved by the Board of Directors and stockholders of HP Measurement, Inc.

 

     3.  Pursuant to Section 245 of the General Corporation Law of the State of

Delaware, this Amended and Restated Certificate of Incorporation restates and

integrates and amends the provisions of the Amended and Restated Certificate of

Incorporation of this corporation.

 

     4.  The text of the Restated Certificate of Incorporation is hereby

restated and amended to read in its entirety as follows:

 

                                   ARTICLE I

 

     The name of the Corporation is Agilent Technologies, Inc. (the

"Corporation").

 

                                  ARTICLE II

 

     The address of the Corporation's registered office in the State of Delaware

is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle.  The

name of its registered agent at such address is The Corporation Trust Company.

 

                                  ARTICLE III

 

     The nature of the business or purposes to be conducted or promoted by the

Corporation is to engage in any lawful act or activity for which corporations

may be organized under the General Corporation Law of the State of Delaware, as

the same exists or may hereafter be amended.

 

                                      -1-

<PAGE>

 

                                  ARTICLE IV

 

     The Corporation is authorized to issue two classes of stock to be

designated, respectively, Common Stock, par value $0.01 per share ("Common

Stock") and Preferred Stock, par value $0.01 per share ("Preferred Stock").  The

total number of shares of Common Stock that the Corporation shall have authority

to issue is 2,000,000,000.  The total number of shares of Preferred Stock that

the Corporation shall have authority to issue is 125,000,000.  The Preferred

Stock may be issued from time to time in one or more series.

 

     The Corporation shall from time to time in accordance with the laws of the

State of Delaware increase the authorized amount of its Common Stock if at any

time the number of shares of Common Stock remaining unissued and available for

issuance shall not be sufficient to permit conversion of all outstanding

Preferred Stock.

 

     The Board of Directors is hereby authorized, subject to limitations

prescribed by law and the provisions of this Article IV, by resolution to

provide for the issuance of the shares of Preferred Stock in one or more series,

and to establish from time to time the number of shares to be included in each

such series, and to fix the designation, powers, privileges, preferences, and

relative participating, optional or other rights, if any, of the shares of each

such series and the qualifications, limitations or restrictions thereof.

 

     The authority of the Board of Directors with respect to each series shall

include, but not be limited to, determination of the following:

 

          A.  The number of shares constituting that series (including an

     increase or decrease in the number of shares of any such series (but not

     below the number of shares in any such series then outstanding)) and the

     distinctive designation of that series;

 

          B.  The dividend rate on the shares of that series, whether dividends

     shall be cumulative, and, if so, from which date or dates, and the relative

     rights of priority, if any, of payment of dividends on shares of that

     series;

 

          C.  Whether that series shall have the voting rights (including

     multiple or fractional votes per share) in addition to the voting rights

     provided by law, and, if so, the terms of such voting rights;

 

          D.  Whether that series shall have conversion privileges, and, if so,

     the terms and conditions of such privileges, including provision for

     adjustment of the conversion rate in such events as the Board of Directors

     shall determine;

 

          E.  Whether or not the shares of that series shall be redeemable, and,

     if so, the terms and conditions of such redemption, including the date or

     dates upon or after which they shall be redeemable, and the amount per

     share payable in case of redemption, which amount may vary under different

     conditions and at different redemption rates;

 

                                      -2-

<PAGE>

 

          F.  Whether that series shall have a sinking fund for the redemption

     or purchase of shares of that series, and, if so, the terms and the amount

     of such sinking funds;

 

          G.  The rights of the shares of that series in the event of voluntary

     or involuntary liquidation, dissolution or winding up of the Corporation,

     and the relative rights of priority, if any, of payment of shares of that

     series; and

 

          H.  Any other relative rights, preferences and limitations of that

     series.

 

No holders of shares of the Corporation of any class, now or hereafter

authorized, shall have any preferential or preemptive rights to subscribe for,

purchase or receive any shares of the Corporation of any class, now or hereafter

authorized, or any options or warrants for such shares, or any rights to

subscribe for, purchase or receive any securities convertible to or exchangeable

for such shares, which may at any time be issued, sold or offered for sale by

the Corporation, except in the case of any shares of Preferred Stock to which

such rights are specifically granted by any resolution or resolutions of the

Board of Directors adopted pursuant to this Article IV.

 

                                   ARTICLE V

 

     Effective as of the time at which Hewlett-Packard Company, a Delaware

corporation, and its affiliates shall cease to be the beneficial owner of an

aggregate of at least a majority of the then outstanding shares of Common Stock

(the "Trigger Date"), any action required or permitted to be taken by the

stockholders of the Corporation must be effected at a duly called annual or

special meeting of such holders and may not be effected by any consent in

writing by such holders.  Effective as of the Trigger Date, except as otherwise

required by law and subject to the rights of the holders of any class or series

of stock having a preference over the Common Stock as to dividends or upon

liquidation, special meetings of stockholders of the Corporation for any purpose

or purposes may be called only by the Board of Directors or by the Chairman of

the Board of Directors of the Corporation and, effective as of the Trigger Date,

any power of stockholders to call a special meeting is specifically denied.  No

business other than that stated in the notice shall be transacted at any special

meeting.

 

                                  ARTICLE VI

 

     The Corporation is to have perpetual existence.

 

                                  ARTICLE VII

 

     For the management of the business and for the conduct of affairs of the

Corporation, and in further definition, limitation and regulation of powers of

the Corporation, of its directors and of its stockholders or any class thereof,

as the case may be, it is further provided that:

 

                                      -3-

<PAGE>

 

          A.    The management of the business and the conduct of the affairs of

the Corporation shall be vested in its Board of Directors.  The number of

directors of this Corporation shall be fixed and may be changed from time to

time by resolution of the Board of Directors.

 

          B.    The Directors, other than those who may be elected by the

holders of any class or series of stock having a preference over the Common

Stock as to dividends or upon liquidation, shall be classified, with respect to

the time for which they severally hold office, into three classes, as nearly

equal in number as possible, one class to be originally elected for a term

expiring at the annual meeting of stockholders to be held in 2000, another class

to be originally elected for a term expiring at the annual meeting of

stockholders to be held in 2001, and another class to be originally elected for

a term expiring at the annual meeting of stockholders to be held in 2002, with

each class to hold office until its successor is duly elected and qualified.  At

each succeeding annual meeting of stockholders, directors elected to succeed

those directors whose terms then expire shall be elected for a term of office to

expire at the third succeeding annual meeting of stockholders after their

election.

 

          C.    Notwithstanding the foregoing provisions of this Article VII,

each director shall serve until his or her successor is duly elected and

qualified or until his or her death, resignation or removal.  No decrease in the

number of directors constituting the Board of Directors shall shorten the term

of any incumbent director.

 

          D.    Any vacancies on the Board of Directors resulting from death,

resignation, disqualification, removal, or other causes unless the Board of

Directors determines by resolution that any such vacancies or newly created

directorships shall be filled by stockholders, and except as otherwise provided

by law, shall be filled only by the affirmative vote of a majority of the

remaining directors then in office, even though less than a quorum of the Board

of Directors and not by the stockholders.

 

          E.    In furtherance and not in limitation of the powers conferred by

the laws of the State of Delaware, the Board of Directors is expressly

authorized to make, alter, amend or repeal the Bylaws of the Corporation.

 

          F.    The directors of the Corporation need not be elected by written

ballot unless the Bylaws of the Corporation so provide.

 

          G.    Advance notice of stockholder nomination for the election of

directors and of any other business to be brought by stockholders before any

meeting of the stockholders of the Corporation shall be given in the manner

provided in the Bylaws of the Corporation.

 

                                 ARTICLE VIII

 

     A.   To the fullest extent permitted by the Delaware General Corporation

Law as the same exists or as may hereafter be amended, no director of the

Corporation shall be personally liable to the Corporation or its stockholders

for monetary damages for breach of fiduciary duty as a director.

 

                                      -4-

<PAGE>

 

     B.  The Corporation may indemnify to the fullest extent permitted by law

any person made or threatened to be made a party to an action or proceeding,

whether criminal, civil, administrative or investigative, by reason of the fact

that he, his testator or intestate is or was a director, officer or employee of

the Corporation or any predecessor of the Corporation or serves or served at any

other enterprise as a director, officer or employee at the request of the

Corporation or any predecessor to the Corporation.

 

     C.  Neither any amendment nor repeal of this Article VIII, nor the adoption

of any provision of this Corporation=s Certificate of Incorporation inconsistent

with this Article VIII, shall eliminate or reduce the effect of this Article

VIII, in respect of any matter occurring, or any action or proceeding accruing

or arising or that, but for this Article VIII, would accrue or arise, prior to

such amendment, repeal or adoption of an inconsistent provision.

 

                                  ARTICLE IX

 

     Meetings of stockholders may be held within or without the State of

Delaware, as the Bylaws may provide.  The books of the Corporation may be kept

(subject to any provision contained in the laws of the State of Delaware)

outside of the State of Delaware at such place or places as may be designated

from time to time by the Board of Directors or in the Bylaws of the Corporation.

 

                                      -5-

<PAGE>

 

                                   ARTICLE X

 

     Except as provided in Article VIII above, the Corporation reserves the

right to amend, alter, change or repeal any provision contained in this

Certificate of Incorporation, in the manner now or hereafter prescribed by the

laws of the state of Delaware, and all rights conferred upon stockholders herein

are granted subject to this reservation.  Notwithstanding anything contained in

this Certificate of Incorporation to the contrary, the affirmative vote of the

holders of at least 80% of the voting power of all shares of the Corporation

entitled to vote generally in the election of directors (the "Voting Stock")

then outstanding, voting together as a single class shall be required to alter,

amend, adopt any provision inconsistent with or repeal Article V or VII or this

sentence.

 

     IN WITNESS WHEREOF, HP Measurement, Inc. has caused this Amended and

Restated Certificate of Incorporation to be executed by D. Craig Nordlund, its

Secretary this 29th day of July 1999.

 

 

                                             /s/ D. CRAIG NORDLUND

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

                                                 D. CRAIG NORDLUND

                                                 Associate General Counsel

                                                 and Secretary

 

[As Filed: 08-16-1999]