SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* TALLETT ELIZEBETH E (Last) (First) (Middle) 3120 HANSEN WAY (Street) PALO ALTO CA 94304-1030 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 05/14/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	05/14/2010		D		8,838	D	$52	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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	05/14/2010		D			4,000	02/06/2009(1)	02/06/2019	Common Stock	4,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$28.73	05/14/2010		D			5,000	02/07/2003(2)	02/07/2013	Common Stock	5,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$34.07	05/14/2010		D			5,000	02/08/2002(3)	02/08/2012	Common Stock	5,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$37.99	05/14/2010		D			5,000	02/03/2006(4)	02/03/2016	Common Stock	5,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$39.375	05/14/2010		D			5,000	02/09/2001(5)	02/09/2011	Common Stock	5,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$40.23	05/14/2010		D			5,000	02/04/2005(6)	02/04/2015	Common Stock	5,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$40.95	05/14/2010		D			5,000	02/05/2004(7)	02/05/2014	Common Stock	5,000	$0	0	D
Stock Units	(8)	05/14/2010		D			4,174	(9)	05/14/2010	Common Stock	4,174	$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.

	By: Arthur W. Homan For: Elizabeth E. Tallett	05/14/2010
	** 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).
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