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)       March 4, 2004
                                                --------------------------------


                          Varian Medical Systems, Inc.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)




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


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


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


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





Item 5.  Other Events and Regulation FD Disclosure.
         ------------------------------------------

     On March 4, 2004,  Varian  Medical  Systems,  Inc.  issued a press  release
regarding its  acquisition  of assets of OpTx  Corporation.  A copy of the press
release is attached as Exhibit 99.1 and incorporated herein by reference.


Item 7.  Financial Statements and Exhibits.
         ----------------------------------

         (c)      Exhibits.
                  ---------

     99.1 Press Release dated March 4, 2004 regarding  Varian Medical Systems to
acquire assets of OpTx Corporation.


                                       2



                                   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:  March 4, 2004

                                       3



                                  EXHIBIT INDEX



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

         99.1            Press Release dated March 4, 2004 regarding Varian
                         Medical Systems to acquire assets of OpTx Corporation.

EX-99.1

                                                                    Exhibit 99.1


Varian Medical Systems to Acquire Assets of OpTx Corporation

    PALO ALTO, Calif.--(BUSINESS WIRE)--March 4, 2004--

 Acquisition to Add Software for Managing Medical Oncology Treatments
   to Varian's VARiS Software Suite for Cancer Treatment Facilities

    Varian Medical Systems, Inc., (NYSE:VAR) today announced an
agreement to acquire the assets of Denver-based OpTx, a privately held
supplier of software for medical oncology practices in cancer clinics.
The acquisition will enable Varian to offer an integrated single
software system for managing and coordinating radiation therapy and
chemotherapy routinely used in the treatment of cancer. Varian will
pay approximately $18 million to acquire the OpTx assets, including
the OpTxTools(TM) software, which it will continue to develop, sell,
install, and service worldwide as a stand-alone product for medical
oncology practices and as part of its VARiS software for coordination
with radiation oncology.
    Varian has been selling the OpTx software as VARiS MedOncology(TM)
under a private label agreement with OpTx since 2001. The software
enables cancer treatment facilities to document patient data, manage
clinical trials, track complex drug interactions, administer
prescriptions, and schedule treatments for chemotherapy.
    "By acquiring this proven software product, we can now integrate
it more seamlessly into our VARiS(TM) software for radiation therapy,"
said Richard M. Levy, Chairman and CEO of Varian Medical Systems.
"This will enable Varian to provide cancer treatment facilities with
software that combines and manages information including appointments,
treatment regimens, and charge capture for both radiation therapy and
chemotherapy within a single electronic medical record for every
patient.
    "Consistent with our mission of providing true customer solutions
that make cancer treatments better, faster, easier, and more cost
effective, Varian will be able to offer the most comprehensive
management software for modern, multi-modality cancer treatments,"
Levy said.
    Varian anticipates the acquisition will initially add annualized
revenues of approximately $9 million and be nearly neutral to earnings
for the company in the current fiscal year. "We expect that our
worldwide sales, service, and support network will contribute to
faster and deeper market penetration for these software products,"
Levy said. "The OpTx software is now installed in about 40 sites,
primarily in the U.S. and Canada and we believe it to be the best in
the world."
    About 60 OpTx employees are being offered jobs with Varian, and
the company's facilities in Winnipeg and Edmonton, Canada and in
Denver will be kept substantially intact.
    The companies expect to close the transaction in March. The
transaction is not subject to any pre-closing regulatory filings.

    Varian Medical Systems, Inc., (NYSE:VAR) of Palo Alto, Calif. is
the world's leading manufacturer of integrated cancer therapy systems,
which are treating thousands of patients per day. The company is also
a premier supplier of X-ray tubes and flat-panel digital subsystems
for imaging in medical, scientific, and industrial applications.
Varian Medical Systems employs approximately 2,975 people who are
located at manufacturing sites in North America and Europe and in its
48 sales and support offices around the world. In its most recent
fiscal year ended September 26, 2003, Varian Medical Systems reported
sales of over $1 billion. Additional information is available on the
company's investor relations web site at www.varian.com.

    Forward Looking Statements:

    Except for historical information, this news release contains
"forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Statements concerning
industry and market outlook, including market acceptance of or
transition to products or technology for clinical management of
radiation therapy and chemotherapy, and the outlook for certain
geographic regions and markets; growth drivers; our orders, sales,
backlog, or earnings growth; future financial results and any
statements using the terms "will," "expect," "anticipates," "enables,"
"approximately," "believe," or similar statements are forward-looking
statements that involve risks and uncertainties that could cause our
actual results to differ materially from those anticipated. Such risks
and uncertainties include the successful finalization of the
acquisition; the ability to integrate the operations of OpTx into
Varian and their products into Varian systems, the ability to retain
the services of key OpTx management and technical personnel; demand
for our products; our ability to develop and commercialize new
products; the impact of competitive products and pricing; our ability
to maintain or increase operating margins; our ability to protect our
intellectual property; the risk of operations interruptions due to
events beyond our control; and the other risks listed from time to
time in our filings with the Securities and Exchange Commission. We
assume no obligation to update or revise the forward-looking
statements in this release because of new information, future events,
or otherwise.


    CONTACT: Varian Medical Systems
             Spencer Sias, 650-424-5782
             www.varian.com