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 *

MCDONALD JOHN G 		2. Issuer Name and Ticker or Trading Symbol

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

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(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   5/14/2010     D    2000   D $52   0   D    
Common Stock   5/14/2010     D    7000   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)   $27.96   5/14/2010     D         4000    2/6/2009   (1) 2/6/2019   Common Stock   4000   $0   0   D    
Non-Qualified Stock Option (right to buy)   $28.73   5/14/2010     D         5000    2/7/2003   (2) 2/7/2013   Common Stock   5000   $0   0   D    
Non-Qualified Stock Option (right to buy)   $34.07   5/14/2010     D         5000    2/8/2002   (3) 2/8/2012   Common Stock   5000   $0   0   D    
Non-Qualified Stock Option (right to buy)   $37.99   5/14/2010     D         5000    2/3/2006   (4) 2/3/2016   Common Stock   5000   $0   0   D    
Non-Qualified Stock Option (right to buy)   $39.375   5/14/2010     D         5000    2/9/2001   (5) 2/9/2011   Common Stock   5000   $0   0   D    
Non-Qualified Stock Option (right to buy)   $40.23   5/14/2010     D         5000    2/4/2005   (6) 2/4/2015   Common Stock   5000   $0   0   D    
Non-Qualified Stock Option (right to buy)   $40.95   5/14/2010     D         5000    2/5/2004   (7) 2/5/2014   Common Stock   5000   $0   0   D    
Stock Units     (8) 5/14/2010     D         4174      (9) 5/14/2010   Common Stock   4174   $0   0   D    

Explanation of Responses:
( 1)  This option, which provided for vesting in 2009, was cancelled pursuant to the Agreement and Plan of Merger by and among Agilent Technolgies, Inc., Cobalt Acquisition Corp. and the Issuer dated July 25, 2009 (the "Merger Agreement") in exchange for a cash payment of $24.04 per share, representing the difference between $52.00 and the exercise price of the option.
( 2)  This option, which provided for vesting in 2003, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $23.27 per share, representing the difference between $52.00 and the exercise price of the option.
( 3)  This option, which provided for vesting in 2002, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $17.93 per share, representing the difference between $52.00 and the exercise price of the option.
( 4)  This option, which provided for vesting in 2006, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $14.01 per share, representing the difference between $52.00 and the exercise price of the option.
( 5)  This option, which provided for vesting in 2001, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $12.62 per share, representing the difference between $52.00 and the exercise price of the option.
( 6)  This option, which provided for vesting in 2005, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $11.77 per share, representing the difference between $52.00 and the exercise price of the option.
( 7)  This option, which provided for vesting in 2004, was cancelled pursuant to the Merger Agreement in exchange for a cash payment of $11.05 per share, representing the difference between $52.00 and the exercise price of the option.
( 8)  Each Director Stock Unit represents a contingent right to receive one share of VARI common stock.
( 9)  Director Stock Units are scheduled to vest upon Reporting Person's termination of service as a member of the Issuer's Board of Directors. Pursuant to the Merger Agreement, each Director Stock Unit was converted into the right to received $52.00 in cash.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MCDONALD JOHN G
3120 HANSEN WAY
PALO ALTO, CA 94304-1030 		X



Signatures
By: Arthur W. Homan For: John G. McDonald 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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