8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) November 18, 2004

                          VARIAN MEDICAL SYSTEMS, INC.
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             (Exact Name of Registrant as Specified in its Charter)

          Delaware                     1-7598                  94-2359345
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(State or Other Jurisdiction      (Commission File           (IRS Employer
      of Incorporation)               Number)              Identification No.)

3100 Hansen Way, Palo Alto, CA                                    94304-1030
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(Address of Principal Executive Offices)                          (Zip Code)

Registrant's telephone number, including area code (650) 493-4000

                                 Not Applicable
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          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01. Entry into a Material Definitive Agreement.

      On November 18, 2004, Compensation and Management Development Committee of
the Board of Directors of Varian Medical Systems, Inc. (the "Company") approved
the performance goals and performance goal formulas for calculating participant
awards under the Company's Management Incentive Plan for fiscal year 2005.
Attached as Exhibit 99.1 to this Form 8-K is a description of the Management
Incentive Plan, including such performance goals and performance goal formulas,
for fiscal year 2005.

Item 9.01. Financial Statements and Exhibits.

      (c)   Exhibits.

      99.1  Registrant's Description of Management Incentive Plan as
            Administered by the Compensation and Management Development
            Committee of the Board of Directors of Varian Medical Systems, Inc.
            for Fiscal Year 2005.


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                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        Varian Medical Systems, Inc.

                                        By:    /s/ JOSEPH B. PHAIR
                                               -------------------------------
                                        Name:  Joseph B. Phair
                                        Title: Vice President, Administration,
                                               General Counsel and Secretary

Dated: November 24, 2004


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                                  EXHIBIT INDEX

     Number                               Exhibit
     ------                               -------

      99.1  Registrant's Description of Management Incentive Plan as
            Administered by the Compensation and Management Development
            Committee of the Board of Directors of Varian Medical Systems, Inc.
            for Fiscal Year 2005

EX-99.1

Exhibit 99.1

Description of Management Incentive Plan as Administered by the Compensation and
          Management Development Committee of the Board of Directors of
               Varian Medical Systems, Inc. for Fiscal Year 2005

Description of the Management Incentive Plan

      The following  paragraphs  provide a summary of the principal  features of
the Management  Incentive Plan and its operation.  The Management Incentive Plan
in its entirety has been set forth and  previously  filed as Exhibit 10.2 to the
Company's  Form 10-Q  Quarterly  Report for the quarter ended April 2, 1999. The
following  summary is qualified  in its entirety by reference to the  Management
Incentive Plan.

Purpose of the Management Incentive Plan

      The Management Incentive Plan is intended to motivate our key employees to
increase  stockholder  value by (1) linking a portion of their cash compensation
to our  financial  performance,  (2) providing  rewards for improving  financial
performance and (3) helping to attract and retain key employees.

Administration of the Management Incentive Plan

      The Management  Incentive Plan is  administered  by the  Compensation  and
Management  Development Committee of the Board of Directors.  The members of the
Compensation  and  Management  Development  Committee  must  qualify as "outside
directors"  under  Section  162(m) for  purposes of  qualifying  the  Management
Incentive Plan as performance-based  compensation under that section. Subject to
the terms of the  Management  Incentive  Plan, the  Compensation  and Management
Development Committee has the sole discretion to determine the key employees who
shall be granted  awards,  and the amounts,  terms and conditions of each award.
The Compensation and Management Development Committee may delegate its authority
to grant and administer awards to one or more officers or directors appointed by
the Compensation and Management Development Committee,  but only with respect to
awards that are not intended to qualify as performance-based  compensation under
Section 162(m).

Eligibility to Receive Awards

      Eligibility  for  the  Management  Incentive  Plan  is  determined  in the
discretion  of  the  Compensation  and  Management  Development  Committee.   In
selecting  participants for the Management  Incentive Plan, the Compensation and
Management  Development  Committee  chooses key employees of the Company and its
affiliates who are likely to have a significant impact on our performance.

Awards and Performance Goals

      Under the  Management  Incentive  Plan,  the  Compensation  and Management
Development  Committee  establishes  (1)  the  performance  goals  that  must be
achieved  in order for the  participant  to  actually be paid an award and (2) a
formula or table for  calculating  a  participant's  award,  depending  upon how
actual  performance  compares  to  the  pre-established   performance  goals.  A
participant's award will increase or decrease as actual performance increases or
decreases.

      The Compensation and Management  Development Committee also determines the
periods for measuring actual performance (the "performance period"). Performance
periods may last as long as three fiscal years.

      The Compensation and Management  Development Committee may set performance
periods and performance  goals that differ from participant to participant.  For
example,  the  Compensation  and  Management  Development  Committee  may choose
performance  goals based on either  company-wide  or business unit  results,  as
deemed appropriate in light of the participant's specific responsibilities.  For
purposes of qualifying awards as  performance-based  compensation  under Section
162(m),  the  Compensation  and  Management  Development  Committee will specify
performance goals from the following list: EBIT, EBITDA, earnings per share, net
income,  operating  cash  flow,  return on assets,  return on equity,  return on
sales, revenue and stockholder return.


      EBIT means the Company's or a business unit's income before reductions for
interest and taxes.  EBITDA  means the  Company's  or a business  unit's  income
before reductions for interest, taxes,  depreciation and amortization.  Earnings
per share means the  Company's  or a business  unit's net  income,  divided by a
weighted  average  number of  common  shares  outstanding  and  dilutive  common
equivalent  shares  deemed  outstanding.  Net income  means the  Company's  or a
business unit's income after taxes. Operating cash flow means the Company's or a
business  unit's sum of net  income  plus  depreciation  and  amortization  less
capital  expenditures plus certain specified changes in working capital.  Return
on assets means the percentage  equal to the Company's or a business unit's EBIT
(before  incentive  compensation),  divided by the  Company's  or such  business
unit's, as applicable, average net assets. Return on equity means the percentage
equal to the  Company's  net income,  divided by average  stockholders'  equity.
Return on sales means the percentage equal to the Company's or a business unit's
EBIT (before incentive compensation),  divided by the Company's or such business
unit's, as applicable, revenue. Revenue means the Company's or a business unit's
sales.  Stockholder  return means the total  return  (change in share price plus
reinvestment of any dividends) of a share of the Company's common stock.

      For any  performance  period,  no participant may receive an award of more
than the lesser of (1) 200% of the  participant's  annualized salary rate on the
last day of the  performance  period or (2) $2 million.  Also,  the total of all
awards for any performance  period cannot exceed 8% of the Company's EBIT before
incentive compensation for the most recent completed fiscal year of the Company.
Awards that exceed this  overall  limit will be pro-rated so that the total does
not exceed such limit.

Determination and Payment of Actual Awards

      After the end of each  performance  period,  a determination is made as to
the extent to which the performance  goals  applicable to each  participant were
achieved  or  exceeded.  The  actual  award  (if any) for  each  participant  is
determined by applying the formula to the level of actual  performance  that was
achieved. However, the Compensation and Management Development Committee retains
discretion  to eliminate or reduce the actual award  payable to any  participant
below that which otherwise would be payable under the applicable formula. Awards
under the  Management  Incentive  Plan  generally  are payable in cash or common
stock of the Company within 120 days after the  performance  period during which
the award was earned.

Fiscal Year 2005 Performance Goals

      On  November  18,  2004,  the  Compensation  and  Management   Development
Committee  set the  performance  goals for  fiscal  year 2005 to be based upon a
percentage  EBIT growth  formula.  For each of Richard M. Levy,  Chairman of the
Board, President and Chief Executive Officer;  Elisha W. Finney,  Corporate Vice
President and Chief Financial Officer; Tim E. Guertin,  Corporate Executive Vice
President;  Joseph B. Phair, Corporate Vice President Administration,  Secretary
and General Counsel;  and one other executive officer of the Company, his or her
performance  goal is based 100% on  company-wide  EBIT  performance.  For Robert
Kluge,  Corporate  Vice  President,   his  performance  goal  is  based  40%  on
company-wide EBIT growth  performance and 60% on the EBIT growth  performance of
the X-Ray Products business segment.