FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HOMAN ARTHUR W 		2. Issuer Name and Ticker or Trading Symbol

VARIAN INC [ VARI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior VP Gen Counsel & Sec'y
(Last)          (First)          (Middle)

3120 HANSEN WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/14/2010
(Street)

PALO ALTO, CA 94304-1030
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   (1) 5/14/2010     D    6999   D $52   (2) 0   D    
Common Stock   5/14/2010     D    18809   D $52   0   I   by Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   $35.97   5/14/2010     D         24000      (3) 11/13/2018   Common Stock   24000   $0   0   D    
Non-Qualified Stock Option (right to buy)   $42.51   5/14/2010     D         10000    11/10/2006   (4) 11/10/2012   Common Stock   10000   $0   0   D    
Non-Qualified Stock Option (right to buy)   $45.04   5/14/2010     D         20000      (5) 12/4/2016   Common Stock   20000   $0   0   D    
Performance Shares     (6) 5/14/2010     D         5000      (7) 12/15/2010   Common Stock   5000   $0   0   D    
Performance Shares     (6) 5/14/2010     D         7500      (8) 12/14/2011   Common Stock   7500   $0   0   D    

Explanation of Responses:
( 1)  Represents restricted stock granted under the Varian, Inc. Omnibus Stock Plan.
( 2)  Pursuant to the Agreement and Plan of Merger by and among Agilent Technologies, Inc., Cobalt Acquisition Corp. and the Issuer dated July 26, 2009 (the "Merger Agreement"), each share of restricted stock was accelerated, cancelled and converted into the right to receive $52.00 in cash.
( 3)  This option, which provided for vesting in 2011, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $16.03 per share, representing the difference between $52.00 and the exercise price of the option.
( 4)  This option, which provided for vesting in 2008, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $9.49 per share, representing the difference between $52.00 and the exercise price of the option.
( 5)  This option, which provided for vesting in 2009, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $6.96 per share, representing the difference between $52.00 and the exercise price of the option.
( 6)  Each Performance Share Award represents a contingent right to receive one share of VARI common stock.
( 7)  This Performance Share Award, which was scheduled to vest in 2010, was cancelled pursuant to the Merger Agreement and converted into the right to receive $52.00 per share in cash.
( 8)  This Performance Share Award, which was scheduled to vest in 2011, was cancelled pursuant to the Merger Agreement and converted into the right to receive $52.00 per share in cash.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HOMAN ARTHUR W
3120 HANSEN WAY
PALO ALTO, CA 94304-1030

Senior VP Gen Counsel & Sec'y

Signatures
Arthur W. Homan 5/14/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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