8-K

          
                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                           ________________________________

                                       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): October 20,
          1994

                               VARIAN ASSOCIATES, INC.
                  (Exact Name of Registrant as Specified in Charter)
           Delaware              1-7598                 94-2359345

           (State or Other       (Commission File       (IRS Employer
           Jurisdiction of       Number)                Identification No.)
           Incorporation)

          3050 Hansen Way, Palo Alto, CA                         94304-1000
          (Address of Principal Executive Offices)               (Zip Code)

          Registrant's telephone number, including area code: (415) 493-
          4000

                                    Inapplicable                           
          (Former Name or Former Address, if Changed Since Last Report)




          







          Item 5.   Other Events.

                    On October 20, 1994, the registrant announced that it
          will seek a buyer for its Electron Devices operations and issued
          a press release announcing this development.  A copy of this
          press release is attached hereto as Exhibit 99.1 and incorporated
          herein by reference.

          Item 7.   Financial Statements, Pro Forma Financial Information
                    and Exhibits.

                    99.1 --   Press Release of Varian Associates, Inc.
                              issued on October 20, 1994.

          
                                      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 ASSOCIATES, INC.
                                                  (Registrant)

          Date:  October 20, 1994            By:  /s/ Joseph B. Phair
                                             Joseph B. Phair
                                             Vice President, General
                                             Counsel and Secretary

          
                                    EXHIBIT INDEX

          Exhibit Number           Exhibit

          99.1                     Press Release of Varian Associates, Inc.
                                   issued on October 20, 1994.

          

EX-99.1

          VARIAN TO SELL ONE OF FOUR CORE BUSINESSES

               Palo Alto, Calif. -- Varian Associates, Inc., today
          announced that it will seek a buyer for its Electron
          Devices operations, the smallest and oldest of its four
          core businesses.
               According to J. Tracy O'Rourke, Varian's chairman and
          chief executive, the business to be offered for sale has
          assets approaching $150 million.  In fiscal 1994, it posted
          sales of $275 million and had pretax earnings of $18
          million.
               Varian's Electron Devices business produces vacuum
          tubes, power supplies, amplifiers and other products,
          largely for communications, medical, and defense markets. 
          It is staffed by some 1,700 persons, primarily at plants in
          Palo Alto, San Carlos, and Santa Clara, Calif.; Beverly,
          Mass.; and Georgetown, Canada.
               According to O'Rourke, the decision to sell the
          smallest of its four major business segments allows Varian
          to exit what is essentially a components business and
          intensify its focus on faster growing equipment segments
          serving the health care, semiconductor equipment, and
          instruments markets.  He emphasized, however, that the sale
          would not go forward unless a price was achieved that
          recognized the increased profitability and improving value
          Varian's Electron Devices activities have attained in
          recent years.
               The investment banking firm of Morgan Stanley & Co.
          Inc. has been retained to identify potential buyers and
          assist with the sale.  O'Rourke said the bulk of the sale
          proceeds would be earmarked for the repurchase of
          additional Varian shares, although some of the funds could
          also be used for selected acquisitions to expand the three
          remaining core businesses.
               In a separate announcement made earlier today, Varian
          reported that its orders, sales, and profits all hit   
          all-time highs in fiscal 1994.  The 46-year-old technology
          company had net earnings of $79.4 million on sales of $1.5
          billion for FY94.