content: <PAGE>
   
                        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)
  
                                 November 20, 1998
  
  
                              VARIAN ASSOCIATES, INC.
             _________________________________________________________
              (Exact name of registrant as specified in its charter)
  
  
  
           Delaware                 1-7598                   94-2359345
      _________________        __________________       _______________________
  (State of incorporation)  (Commission File Number)  (IRS Employer Identification
                                                       No.)
   
       3050 Hansen Way                                    
       Palo Alto, CA                                        94304-1000
  ____________________________                           ________________
   (Address of principal                                    (Zip Code)
   executive offices)
   
                                  (650) 493-4000
                          (Registrant's telephone number,
                               including area code)
   
   
                                   Inapplicable
   _____________________________________________________________________________
           (Former name or former address, if change since last report)
  <PAGE>
   
  ITEM 5.  OTHER EVENTS.
  --------------------- 
  
            On November 20, 1998, the Board of Directors of the Company approved a
  stockholder rights plan and, pursuant to which, declared a dividend of one right
  (a "Right") for each outstanding share of common stock, par value $1 per share
  ("Common Stock"), of the Company held of record at the close of business on
  December 4, 1998, (the "Record Time"), or issued thereafter and prior to the
  Separation Time (as hereinafter defined) and thereafter pursuant to options and
  convertible or exchangeable securities outstanding at the Separation Time.  The
  Rights will be issued pursuant to a Rights Agreement, dated as of November 20,
  1998 (the "Rights Agreement"), between the Company and First Chicago Trust
  Company of New York, as Rights Agent (the "Rights Agent").  Each Right entitles
  its registered holder to purchase from the Company, after the Separation Time,
  one one-thousandth of a share of Participating Preferred Stock, par value $1 per
  share ("Preferred Stock"), for $180.00 (the "Exercise Price"), subject to
  adjustment. The Preferred Stock is designed so that each one one-thousandth of a
  share of Preferred Stock has economic and voting terms similar to those of one
  share of Common Stock.
  
            The Rights will be evidenced by the Common Stock certificates until
  the close of business on the earlier of (either, the "Separation Time") (i) the
  tenth business day (or such later date as the Board of Directors of the Company
  may from time to time fix by resolution adopted prior to the Separation Time
  that would otherwise have occurred) after the date on which any Person (as
  defined in the Rights Agreement) commences a tender or exchange offer which, if
  consummated, would result in such Person's becoming an Acquiring Person, as
  defined below, and (ii) the first date (the "Flip-in Date") of public
  announcement by the Company or an Acquiring Person that a Person has become an
  Acquiring Person; provided that if the foregoing results in the Separation Time
                    --------                                                     
  being prior to the Record Time, the Separation Time shall be the Record Time;
  and provided further that if a tender or exchange offer referred to in clause
      -------- -------                                                         
  (i) is cancelled, terminated or otherwise withdrawn prior to the Separation Time
  without the purchase of any shares of stock pursuant thereto, such offer shall
  be deemed never to have been made.
  
            An Acquiring Person is any Person having Beneficial Ownership (as
  defined in the Rights Agreement) of 15% or more of the outstanding shares of
  Voting Stock, which term shall not include (i) the Company, any wholly-owned
  subsidiary of the Company or any employee stock ownership or other employee
  benefit plan of the Company or any wholly-owned subsidiary of the Company, (ii)
  any person who is the Beneficial Owner of 15% or more of the outstanding Voting
  Stock as of the date of the Rights Agreement or who shall become the Beneficial
  Owner of 15% or more of the outstanding Voting Stock solely as a result of an
  acquisition of Voting Stock by the Company, until such time as such Person
  acquires additional Voting Stock, other than through a dividend or stock split,
  or (iii) any Person who Beneficially Owns shares of Voting Stock consisting
  solely of (A) shares of Voting Stock acquired pursuant to the grant or exercise
  of an option granted by the Company in connection with an agreement to merge
  with, or acquire, the Company at a time at which there is no Acquiring Person,
  (B) shares of Voting Stock owned by such Person and its Affiliates and
  Associates at the time of such grant and (C) shares of Voting Stock, amounting
  to less than 1% of the outstanding Voting Stock, acquired by Affiliates and
  Associates of such Person after the time of such grant.  Notwithstanding the
  foregoing, if the Board of Directors of the Company determines in good faith
  that a Person who would otherwise be an "Acquiring Person," as defined pursuant
  to the foregoing, has become such inadvertently, and such Person divests as
  promptly as practicable a 
  <PAGE>
   
  sufficient number of shares of Common Stock so that such Person would no longer
  be an "Acquiring Person," as defined pursuant to such foregoing, then such
  Person shall not be deemed to be an "Acquiring Person" for any purposes of the
  Rights Agreement. "Voting Stock" means shares of capital stock of the Company
  entitled to vote generally in the election of directors.
  
            The Rights Agreement provides that, until the Separation Time, the
  Rights will be transferred with and only with the Common Stock.  Common Stock
  certificates issued after the Record Time but prior to the Separation Time shall
  evidence one Right for each share of Common Stock represented thereby and shall
  contain a legend incorporating by reference the terms of the Rights Agreement
  (as such may be amended from time to time).  Notwithstanding the absence of the
  legend, certificates evidencing shares of Common Stock outstanding at the Record
  Time shall also evidence one Right for each share of Common Stock evidenced
  thereby.  Promptly following the Separation Time, separate certificates
  evidencing the Rights ("Rights Certificates") will be mailed to holders of
  record of Common Stock at the Separation Time.
  
            The Rights will not be exercisable until the Business Day (as defined
  in the Rights Agreement) following the Separation Time.  The Rights will expire
  on the earliest of (i) the Exchange Time (as defined below), (ii) the close of
  business on December 4, 2008, (iii) the date on which the Rights are redeemed as
  described below and (iv) upon the merger of the Company into another corporation
  pursuant to an agreement entered into when there is no Acquiring Person (in any
  such case, the "Expiration Time").
  
            The Exercise Price and the number of Rights outstanding, or in certain
  circumstances the securities purchasable upon exercise of the Rights, are
  subject to adjustment from time to time to prevent dilution in the event of a
  Common Stock dividend on, or a subdivision or a combination into a smaller
  number of shares of, Common Stock, or the issuance or distribution of any
  securities or assets in respect of, in lieu of or in exchange for Common Stock.
  
            In the event that prior to the Expiration Time a Flip-in Date occurs,
  the Company shall take such action as shall be necessary to ensure and provide
  that each Right (other than Rights Beneficially Owned by the Acquiring Person or
  any affiliate or associate thereof, which Rights shall become void) shall
  constitute the right to purchase from the Company, upon the exercise thereof in
  accordance with the terms of the Rights Agreement, that number of shares of
  Common Stock or Preferred Stock of the Company having an aggregate Market Price
  (as defined in the Rights Agreement), on the date of the public announcement of
  an Acquiring Person's becoming such (the "Stock Acquisition Date") that gave
  rise to the Flip-in Date, equal to twice the Exercise Price for an amount in
  cash equal to the then current Exercise Price.
  
            In addition, the Board of Directors of the Company may, at its option,
  at any time after a Flip-in Date and prior to the time that an Acquiring Person
  becomes the Beneficial Owner of more than 50% of the outstanding shares of
  Voting Stock, elect to exchange all or part of the then outstanding Rights
  (other than Rights Beneficially Owned by the Acquiring Person or any affiliate
  or associate thereof, which Rights become void) for shares of Common Stock at an
  exchange ratio of one share of Common Stock per Right, appropriately adjusted to
  reflect any stock split, stock dividend or similar transaction occurring after
  the date of the Separation Time (the "Exchange Ratio").  Immediately upon such
  action by the Board of Directors (the 
  
                                         2
  <PAGE>
   
  "Exchange Time"), the right to exercise the Rights will terminate and each Right
  will thereafter represent only the right to receive a number of shares of Common
  Stock equal to the Exchange Ratio.
  
            Whenever the Company shall become obligated to issue shares of Common
  Stock upon exercise of or in exchange for Rights, the Company, at its option,
  may substitute therefor shares of Preferred Stock, at a ratio of one one-
  thousandth of a share of Preferred Stock for each share of Common Stock so
  issuable.
  
            In the event that prior to the Expiration Time the Company enters
  into, consummates or permits to occur a transaction or series of transactions
  after the time an Acquiring Person has become such in which, directly or
  indirectly, (i) the Company shall consolidate or merge or participate in a
  binding share exchange with any other Person if, at the time of the
  consolidation, merger or share exchange or at the time the Company enters into
  an agreement with respect to such consolidation, merger or share exchange, the
  Acquiring Person controls the Board of Directors of the Company, or (ii) the
  Company shall sell or otherwise transfer (or one or more of its subsidiaries
  shall sell or otherwise transfer) directly or by sale of stock, assets or
  control of assets (A) aggregating more than 50% of the assets (measured by
  either book value or fair market value) as of the end of the most recently
  completed fiscal year or (B) generating more than 50% of the operating income or
  cash flow during the most recently completed fiscal year, of the Company and its
  subsidiaries (taken as a whole) to any other Person (other than the Company or
  one or more of its wholly owned subsidiaries) or to two or more such Persons
  which are affiliated or otherwise acting in concert, if, at the time of such
  sale or transfer of assets or at the time the Company (or any such subsidiary)
  enters into an agreement with respect to such sale or transfer, the Acquiring
  Person controls the Board of Directors of the Company, then any such
  transactions or events shall constitute a "Flip-over Transaction or Event" under
  the Rights Agreement.
  
            The Company shall take such action as shall be necessary to ensure,
  and shall not enter into, consummate or permit to occur, such Flip-over
  Transaction or Event until it shall have duly entered into a binding and
  enforceable supplemental agreement with the Person engaging in such Flip-over
  Transaction or Event or the parent corporation thereof (the "Flip-over Entity"),
  for the benefit of the holders of the Rights, providing, that upon consummation
  or occurrence of the Flip-over Transaction or Event (i) each Right shall
  thereafter constitute the right to purchase from the Flip-over Entity, upon
  exercise thereof in accordance with the terms of the Rights Agreement, that
  number of shares of common stock of the Flip-over Entity having an aggregate
  Market Price on the date of consummation or occurrence of such Flip-over
  Transaction or Event equal to twice the Exercise Price for an amount in cash
  equal to the then current Exercise Price and (ii) the Flip-over Entity shall
  thereafter be liable for, and shall assume, by virtue of such Flip-over
  Transaction or Event and such supplemental agreement, all the obligations and
  duties of the Company pursuant to the Rights Agreement, but the Company's
  obligations under the Rights Agreement will not be discharged and will continue
  in full.  For purposes of the foregoing description, the term "Acquiring Person"
  shall include any Acquiring Person and its Affiliates and Associates and others
  with whom it is acting in concert counted together as a single Person.
  
            The Board of Directors of the Company may, at its option, at any time
  prior to the close of business on the Flip-in Date, redeem all (but not less
  than all) the then outstanding 
  
                                         3
  <PAGE>
   
  Rights at a price of $0.001 per Right (the "Redemption Price"), as provided in
  the Rights Agreement. Immediately upon the action of the Board of Directors of
  the Company electing to redeem the Rights, without any further action and
  without any notice, the right to exercise the Rights will terminate and each
  Right will thereafter represent only the right to receive the Redemption Price
  in cash for each Right so held.
  
            The holders of Rights will, solely by reason of their ownership of
  Rights, have no rights as stockholders of the Company, including without
  limitation, the right to vote or to receive dividends.
  
            The Rights have certain anti-takeover effects and can cause
  substantial dilution to a person or group that acquires 15% of more of the
  Common Stock on terms not approved by the Board of Directors of the Company.
  The Rights should not, however, interfere with any merger or other business
  combination that the Board finds to be in the best interests of the Company and
  its stockholders because the Rights can be redeemed by the Board on or prior to
  the close of business on the Flip-in Date, before the consummation of such
  transaction.
  
            As of November 19, 1998, there were approximately 29,892,426 shares of
  Common Stock issued and outstanding.  As long as the Rights are attached to the
  Common Stock, the Company will issue one Right with each new share of Common
  Stock so that all such shares will have Rights attached.
  
            The foregoing description of the Rights is qualified in its entirety
  by reference to the Rights Agreement and the other exhibits incorporated by
  reference below.
  
  
  ITEM 7.  EXHIBITS.
  ------------------
  
  
  
       (4.1)     Rights Agreement, dated as of November 20, 1998 (the "Rights
                 Agreement"), between Varian Associates, Inc. and First Chicago
                 Trust Company of New York, as Rights Agent, including the forms
                 of Rights Certificate and of Election to Exercise, included in
                 Exhibit A to the Rights Agreement and the form of Certificate of
                 Designation and Terms of Participating Preferred Stock of the
                 Company, included in Exhibit B to the Rights Agreement
                 (incorporated herein by reference to Exhibit (1) to the
                 Registrant's Registration Statement on Form 8-A dated November
                 23, 1998).
  
       (99.1)    Press release, dated November 20, 1998, issued by the Company.
  
       (99.2)    Form of Letter to Stockholders, together with Summary of Rights
                 Plan.
  
                                         4
  <PAGE>
   
                                     SIGNATURE
  
                                          
  
            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 thereunto duly authorized.
  
  
                                      VARIAN ASSOCIATES, INC.
  
  
                                      By:  /s/ Joseph B. Phair
                                           -------------------
                                      Name:  Joseph B. Phair
                                      Title: Vice President, General Counsel
                                             and Secretary
  
  
  Dated:  November 23, 1998
  
  
                                         5
  <PAGE>
   
                                   EXHIBIT INDEX
  
                                          
  
  EXHIBIT NO.         DESCRIPTION
  -----------         -----------
  
  
         (4.1)        Rights Agreement, dated as of November 20, 1998 (the "Rights
                      Agreement"), between Varian Associates, Inc. and First
                      Chicago Trust Company of New York, as Rights Agent,
                      including the forms of Rights Certificate and of Election to
                      Exercise, included in Exhibit A to the Rights Agreement and
                      the form of Certificate of Designation and Terms of
                      Participating Preferred Stock of the Company, included in
                      Exhibit B to the Rights Agreement (incorporated herein by
                      reference to Exhibit (1) to Registrant's Registration
                      Statement on Form 8-A dated November 23, 1998).
  
         (99.1)       Press Release, dated November 20, 1998, issued by the
                      Company
  
         (99.2)       Form of Letter to Stockholders, together with Summary of
                      Rights Plan
  
  
                                         6
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text: 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)
  
                                 November 20, 1998
  
                              VARIAN ASSOCIATES, INC.
             _________________________________________________________
              (Exact name of registrant as specified in its charter)
  
           Delaware                 1-7598                   94-2359345
      _________________        __________________       _______________________
  (State of incorporation)  (Commission File Number)  (IRS Employer Identification
                                                       No.)
   
       3050 Hansen Way                                    
       Palo Alto, CA                                        94304-1000
  ____________________________                           ________________
   (Address of principal                                    (Zip Code)
   executive offices)
   
                                  (650) 493-4000
                          (Registrant's telephone number,
                               including area code)
   
   
                                   Inapplicable
   _____________________________________________________________________________
           (Former name or former address, if change since last report)
  ITEM 5.  OTHER EVENTS.
  --------------------- 
  
            On November 20, 1998, the Board of Directors of the Company approved a
  stockholder rights plan and, pursuant to which, declared a dividend of one right
  (a "Right") for each outstanding share of common stock, par value $1 per share
  ("Common Stock"), of the Company held of record at the close of business on
  December 4, 1998, (the "Record Time"), or issued thereafter and prior to the
  Separation Time (as hereinafter defined) and thereafter pursuant to options and
  convertible or exchangeable securities outstanding at the Separation Time.  The
  Rights will be issued pursuant to a Rights Agreement, dated as of November 20,
  1998 (the "Rights Agreement"), between the Company and First Chicago Trust
  Company of New York, as Rights Agent (the "Rights Agent").  Each Right entitles
  its registered holder to purchase from the Company, after the Separation Time,
  one one-thousandth of a share of Participating Preferred Stock, par value $1 per
  share ("Preferred Stock"), for $180.00 (the "Exercise Price"), subject to
  adjustment. The Preferred Stock is designed so that each one one-thousandth of a
  share of Preferred Stock has economic and voting terms similar to those of one
  share of Common Stock.
  
            The Rights will be evidenced by the Common Stock certificates until
  the close of business on the earlier of (either, the "Separation Time") (i) the
  tenth business day (or such later date as the Board of Directors of the Company
  may from time to time fix by resolution adopted prior to the Separation Time
  that would otherwise have occurred) after the date on which any Person (as
  defined in the Rights Agreement) commences a tender or exchange offer which, if
  consummated, would result in such Person's becoming an Acquiring Person, as
  defined below, and (ii) the first date (the "Flip-in Date") of public
  announcement by the Company or an Acquiring Person that a Person has become an
  Acquiring Person; provided that if the foregoing results in the Separation Time
                    --------                                                     
  being prior to the Record Time, the Separation Time shall be the Record Time;
  and provided further that if a tender or exchange offer referred to in clause
      -------- -------                                                         
  (i) is cancelled, terminated or otherwise withdrawn prior to the Separation Time
  without the purchase of any shares of stock pursuant thereto, such offer shall
  be deemed never to have been made.
  
            An Acquiring Person is any Person having Beneficial Ownership (as
  defined in the Rights Agreement) of 15% or more of the outstanding shares of
  Voting Stock, which term shall not include (i) the Company, any wholly-owned
  subsidiary of the Company or any employee stock ownership or other employee
  benefit plan of the Company or any wholly-owned subsidiary of the Company, (ii)
  any person who is the Beneficial Owner of 15% or more of the outstanding Voting
  Stock as of the date of the Rights Agreement or who shall become the Beneficial
  Owner of 15% or more of the outstanding Voting Stock solely as a result of an
  acquisition of Voting Stock by the Company, until such time as such Person
  acquires additional Voting Stock, other than through a dividend or stock split,
  or (iii) any Person who Beneficially Owns shares of Voting Stock consisting
  solely of (A) shares of Voting Stock acquired pursuant to the grant or exercise
  of an option granted by the Company in connection with an agreement to merge
  with, or acquire, the Company at a time at which there is no Acquiring Person,
  (B) shares of Voting Stock owned by such Person and its Affiliates and
  Associates at the time of such grant and (C) shares of Voting Stock, amounting
  to less than 1% of the outstanding Voting Stock, acquired by Affiliates and
  Associates of such Person after the time of such grant.  Notwithstanding the
  foregoing, if the Board of Directors of the Company determines in good faith
  that a Person who would otherwise be an "Acquiring Person," as defined pursuant
  to the foregoing, has become such inadvertently, and such Person divests as
  promptly as practicable a
  sufficient number of shares of Common Stock so that such Person would no longer
  be an "Acquiring Person," as defined pursuant to such foregoing, then such
  Person shall not be deemed to be an "Acquiring Person" for any purposes of the
  Rights Agreement. "Voting Stock" means shares of capital stock of the Company
  entitled to vote generally in the election of directors.
  
            The Rights Agreement provides that, until the Separation Time, the
  Rights will be transferred with and only with the Common Stock.  Common Stock
  certificates issued after the Record Time but prior to the Separation Time shall
  evidence one Right for each share of Common Stock represented thereby and shall
  contain a legend incorporating by reference the terms of the Rights Agreement
  (as such may be amended from time to time).  Notwithstanding the absence of the
  legend, certificates evidencing shares of Common Stock outstanding at the Record
  Time shall also evidence one Right for each share of Common Stock evidenced
  thereby.  Promptly following the Separation Time, separate certificates
  evidencing the Rights ("Rights Certificates") will be mailed to holders of
  record of Common Stock at the Separation Time.
  
            The Rights will not be exercisable until the Business Day (as defined
  in the Rights Agreement) following the Separation Time.  The Rights will expire
  on the earliest of (i) the Exchange Time (as defined below), (ii) the close of
  business on December 4, 2008, (iii) the date on which the Rights are redeemed as
  described below and (iv) upon the merger of the Company into another corporation
  pursuant to an agreement entered into when there is no Acquiring Person (in any
  such case, the "Expiration Time").
  
            The Exercise Price and the number of Rights outstanding, or in certain
  circumstances the securities purchasable upon exercise of the Rights, are
  subject to adjustment from time to time to prevent dilution in the event of a
  Common Stock dividend on, or a subdivision or a combination into a smaller
  number of shares of, Common Stock, or the issuance or distribution of any
  securities or assets in respect of, in lieu of or in exchange for Common Stock.
  
            In the event that prior to the Expiration Time a Flip-in Date occurs,
  the Company shall take such action as shall be necessary to ensure and provide
  that each Right (other than Rights Beneficially Owned by the Acquiring Person or
  any affiliate or associate thereof, which Rights shall become void) shall
  constitute the right to purchase from the Company, upon the exercise thereof in
  accordance with the terms of the Rights Agreement, that number of shares of
  Common Stock or Preferred Stock of the Company having an aggregate Market Price
  (as defined in the Rights Agreement), on the date of the public announcement of
  an Acquiring Person's becoming such (the "Stock Acquisition Date") that gave
  rise to the Flip-in Date, equal to twice the Exercise Price for an amount in
  cash equal to the then current Exercise Price.
  
            In addition, the Board of Directors of the Company may, at its option,
  at any time after a Flip-in Date and prior to the time that an Acquiring Person
  becomes the Beneficial Owner of more than 50% of the outstanding shares of
  Voting Stock, elect to exchange all or part of the then outstanding Rights
  (other than Rights Beneficially Owned by the Acquiring Person or any affiliate
  or associate thereof, which Rights become void) for shares of Common Stock at an
  exchange ratio of one share of Common Stock per Right, appropriately adjusted to
  reflect any stock split, stock dividend or similar transaction occurring after
  the date of the Separation Time (the "Exchange Ratio").  Immediately upon such
  action by the Board of Directors (the 
  
                                         2
  "Exchange Time"), the right to exercise the Rights will terminate and each Right
  will thereafter represent only the right to receive a number of shares of Common
  Stock equal to the Exchange Ratio.
  
            Whenever the Company shall become obligated to issue shares of Common
  Stock upon exercise of or in exchange for Rights, the Company, at its option,
  may substitute therefor shares of Preferred Stock, at a ratio of one one-
  thousandth of a share of Preferred Stock for each share of Common Stock so
  issuable.
  
            In the event that prior to the Expiration Time the Company enters
  into, consummates or permits to occur a transaction or series of transactions
  after the time an Acquiring Person has become such in which, directly or
  indirectly, (i) the Company shall consolidate or merge or participate in a
  binding share exchange with any other Person if, at the time of the
  consolidation, merger or share exchange or at the time the Company enters into
  an agreement with respect to such consolidation, merger or share exchange, the
  Acquiring Person controls the Board of Directors of the Company, or (ii) the
  Company shall sell or otherwise transfer (or one or more of its subsidiaries
  shall sell or otherwise transfer) directly or by sale of stock, assets or
  control of assets (A) aggregating more than 50% of the assets (measured by
  either book value or fair market value) as of the end of the most recently
  completed fiscal year or (B) generating more than 50% of the operating income or
  cash flow during the most recently completed fiscal year, of the Company and its
  subsidiaries (taken as a whole) to any other Person (other than the Company or
  one or more of its wholly owned subsidiaries) or to two or more such Persons
  which are affiliated or otherwise acting in concert, if, at the time of such
  sale or transfer of assets or at the time the Company (or any such subsidiary)
  enters into an agreement with respect to such sale or transfer, the Acquiring
  Person controls the Board of Directors of the Company, then any such
  transactions or events shall constitute a "Flip-over Transaction or Event" under
  the Rights Agreement.
  
            The Company shall take such action as shall be necessary to ensure,
  and shall not enter into, consummate or permit to occur, such Flip-over
  Transaction or Event until it shall have duly entered into a binding and
  enforceable supplemental agreement with the Person engaging in such Flip-over
  Transaction or Event or the parent corporation thereof (the "Flip-over Entity"),
  for the benefit of the holders of the Rights, providing, that upon consummation
  or occurrence of the Flip-over Transaction or Event (i) each Right shall
  thereafter constitute the right to purchase from the Flip-over Entity, upon
  exercise thereof in accordance with the terms of the Rights Agreement, that
  number of shares of common stock of the Flip-over Entity having an aggregate
  Market Price on the date of consummation or occurrence of such Flip-over
  Transaction or Event equal to twice the Exercise Price for an amount in cash
  equal to the then current Exercise Price and (ii) the Flip-over Entity shall
  thereafter be liable for, and shall assume, by virtue of such Flip-over
  Transaction or Event and such supplemental agreement, all the obligations and
  duties of the Company pursuant to the Rights Agreement, but the Company's
  obligations under the Rights Agreement will not be discharged and will continue
  in full.  For purposes of the foregoing description, the term "Acquiring Person"
  shall include any Acquiring Person and its Affiliates and Associates and others
  with whom it is acting in concert counted together as a single Person.
  
            The Board of Directors of the Company may, at its option, at any time
  prior to the close of business on the Flip-in Date, redeem all (but not less
  than all) the then outstanding 
  
                                         3
  Rights at a price of $0.001 per Right (the "Redemption Price"), as provided in
  the Rights Agreement. Immediately upon the action of the Board of Directors of
  the Company electing to redeem the Rights, without any further action and
  without any notice, the right to exercise the Rights will terminate and each
  Right will thereafter represent only the right to receive the Redemption Price
  in cash for each Right so held.
  
            The holders of Rights will, solely by reason of their ownership of
  Rights, have no rights as stockholders of the Company, including without
  limitation, the right to vote or to receive dividends.
  
            The Rights have certain anti-takeover effects and can cause
  substantial dilution to a person or group that acquires 15% of more of the
  Common Stock on terms not approved by the Board of Directors of the Company.
  The Rights should not, however, interfere with any merger or other business
  combination that the Board finds to be in the best interests of the Company and
  its stockholders because the Rights can be redeemed by the Board on or prior to
  the close of business on the Flip-in Date, before the consummation of such
  transaction.
  
            As of November 19, 1998, there were approximately 29,892,426 shares of
  Common Stock issued and outstanding.  As long as the Rights are attached to the
  Common Stock, the Company will issue one Right with each new share of Common
  Stock so that all such shares will have Rights attached.
  
            The foregoing description of the Rights is qualified in its entirety
  by reference to the Rights Agreement and the other exhibits incorporated by
  reference below.
  
  ITEM 7.  EXHIBITS.
  ------------------
  
       (4.1)     Rights Agreement, dated as of November 20, 1998 (the "Rights
                 Agreement"), between Varian Associates, Inc. and First Chicago
                 Trust Company of New York, as Rights Agent, including the forms
                 of Rights Certificate and of Election to Exercise, included in
                 Exhibit A to the Rights Agreement and the form of Certificate of
                 Designation and Terms of Participating Preferred Stock of the
                 Company, included in Exhibit B to the Rights Agreement
                 (incorporated herein by reference to Exhibit (1) to the
                 Registrant's Registration Statement on Form 8-A dated November
                 23, 1998).
  
       (99.1)    Press release, dated November 20, 1998, issued by the Company.
  
       (99.2)    Form of Letter to Stockholders, together with Summary of Rights
                 Plan.
  
                                         4
  SIGNATURE
  
                                          
  
            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 thereunto duly authorized.
  
                                      VARIAN ASSOCIATES, INC.
  
                                      By:  /s/ Joseph B. Phair
                                           -------------------
                                      Name:  Joseph B. Phair
                                      Title: Vice President, General Counsel
                                             and Secretary
  
  Dated:  November 23, 1998
  
                                         5
  EXHIBIT INDEX
  
                                          
  
  EXHIBIT NO.         DESCRIPTION
  -----------         -----------
  
         (4.1)        Rights Agreement, dated as of November 20, 1998 (the "Rights
                      Agreement"), between Varian Associates, Inc. and First
                      Chicago Trust Company of New York, as Rights Agent,
                      including the forms of Rights Certificate and of Election to
                      Exercise, included in Exhibit A to the Rights Agreement and
                      the form of Certificate of Designation and Terms of
                      Participating Preferred Stock of the Company, included in
                      Exhibit B to the Rights Agreement (incorporated herein by
                      reference to Exhibit (1) to Registrant's Registration
                      Statement on Form 8-A dated November 23, 1998).
  
         (99.1)       Press Release, dated November 20, 1998, issued by the
                      Company
  
         (99.2)       Form of Letter to Stockholders, together with Summary of
                      Rights Plan
  
                                         6