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): April 2, 1999
  
                          VARIAN MEDICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
  
  Delaware                   1-7598                  94-2359345
  
  (State or other            (Commission File        (IRS Employer 
  jurisdiction of            Number)                 Identification No.)
  incorporation)                                                     
  
  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
  
                             VARIAN ASSOCIATES, INC.
                   3050 Hansen Way, Palo Alto, CA  94304-1000
          (Former name or former address, if changed since last report)
  <PAGE>
   
  Item 2.     Acquisition or Disposition of Assets.
  
  In November 1998, the Board of Directors (the "Board") of Varian Associates,
  Inc. (which has been renamed Varian Medical Systems, Inc., the "Registrant")
  approved a plan to divide the Registrant into its three separate businesses by
  forming two new wholly owned subsidiaries, Varian, Inc., a Delaware corporation
  ("VI"), and Varian Semiconductor Equipment Associates, Inc., a Delaware
  corporation ("VSEA"), then transferring the Instruments business to VI and the
  Semiconductor Equipment business to VSEA, followed by the distribution to the
  holders of shares of common stock, par value $1 per share (the "VMS Stock"), of
  the Registrant, of all of the outstanding shares of common stock of VI and VSEA
  (the "Spin-off").  Pursuant to this plan, following the Spin-off, the Registrant
  would continue to operate its Medical Systems business, VI would operate the
  Instruments business and VSEA would operate the Semiconductor Equipment
  business.
  
  The Registrant received a private letter ruling dated February 12, 1999 from the
  Internal Revenue Service to the effect that the Spin-off would be tax free to
  the Registrant and its stockholders.
  
  The Registrant's stockholders approved the Spin-off at a Combined Annual and
  Special Meeting of Stockholders held on February 18, 1999 (the "Stockholders
  Meeting").
  
  At a meeting held on February 19, 1999, the Board declared the distribution (to
  occur at 11:59 p.m. Pacific Standard Time on April 2, 1999) of one share of
  common stock (with its associated preferred stock purchase right) of VI and one
  share of common stock (with its associated preferred stock purchase right) of
  VSEA, for each share of VMS Stock then outstanding to holders of record of VMS
  Stock at the close of business on March 24, 1999. On March 26, 1999, the
  Registrant and its subsidiaries commenced the transfer of the operating assets
  of the Instruments business and the Semiconductor Equipment business to VI and
  VSEA, respectively, or to the appropriate subsidiaries of VI and VSEA,
  respectively. As a result of the Spin-off, VI and VSEA became independent
  publicly owned companies on April 2, 1999.
  
  Additional information concerning the Registrant, VI and VSEA is contained in a
  Proxy Statement dated January 14, 1999 (the "Proxy Statement"), copies of which
  were mailed by the Registrant to holders of VMS Stock in connection with the
  Stockholders Meeting and which was filed with the Securities and Exchange
  Commission. 
  
                                         2
  <PAGE>
   
  Information required by this Item and contained in the Proxy Statement is
  incorporated herein by reference to the Proxy Statement. In connection with the
  Spin-off, the Registrant, VI and VSEA entered into certain agreements, copies of
  certain of which are attached hereto and incorporated herein by reference.
  
  Item 7.     Financial Statements and Exhibits.
  
              (b)   Pro Forma Financial Information.
                    Unaudited pro forma condensed consolidated financial
                    information reflecting the Spin-off.
  
              (c)   Exhibits.
                    See the Exhibit Index at the end of this Report.
  
                                         3
  <PAGE>
   
                                   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.
                                               (Registrant)
  
  
  Date:  April 19, 1999                   By:  /s/ Elisha W. Finney
                                             --------------------
                                          Name:     Elisha W. Finney
                                          Title:    Vice President,
                                                    Finance and Chief 
                                                    Financial Officer
  
                                         4
  <PAGE>
   
                          VARIAN MEDICAL SYSTEMS, INC.
  
          UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
  The unaudited pro forma condensed consolidated financial statements of Varian
  Medical Systems, Inc. ("VMS" or the "Company") set forth below consist of a
  pro forma balance sheet as of January 1, 1999 and pro forma statements of
  earnings for the quarter ended January 1, 1999 and for the fiscal year ended
  October 2, 1998. The unaudited pro forma condensed consolidated balance sheet
  was prepared to give effect to the Spin-off as if it had occurred on January 1,
  1999, and the unaudited pro forma condensed consolidated statements of earnings
  were prepared to give effect to the Spin-off as if it had occurred on the first
  day of the earliest period presented. "The Company Restated" amounts show the
  effects on reported results of operations and financial position of the Company
  assuming the proposed Spin-off was consummated and, as a result, Varian, Inc.
  ("VI") and Varian Semiconductor Equipment Associates, Inc. ("VSEA") are reported
  as discontinued operations. "The Company Pro Forma" amounts represent the
  estimated effect on historical reported results of operations and financial
  position of the Company of various agreements that will govern ongoing
  relationships among the Company, VI and VSEA after the Spin-off. The unaudited
  pro forma condensed consolidated balance sheet presented below does not purport
  to represent what VMS's financial position actually would have been had the 
  Spin-off occurred on the date indicated or to project VMS's financial position
  for any future date. The unaudited pro forma condensed consolidated statements
  of earnings set forth below do not purport to represent what VMS's operations
  actually would have been or to project VMS's operating results for any future
  period.
  
  The pro forma condensed consolidated financial statements should be read in
  conjunction with the historical consolidated financial statements of the Company
  and the notes thereto contained in its Annual Report on Form 10-K for the fiscal
  year ended October 2, 1998, and in its Quarterly Report on Form 10-Q for the
  quarter ended January 1, 1999. For more information concerning the Company, VI
  and VSEA, see the Company's Proxy Statement, dated January 14, 1999,
  incorporated herein by reference.
  
                                         5
  <PAGE>
   
                   VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES
         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
                       (IN MILLIONS, EXCEPT PER SHARE DATA)
  
  <TABLE> 
  <CAPTION> 
                                                                         Quarter ended January 1, 1999
                                  ----------------------------------------------------------------------------------------------------
                                                                Historical                                          Pro Forma
                                  ----------------------------------------------------------------------   ---------------------------
                                                     Discontinued Operations (1)
                                             -------------------------------------------
                                     The                        Additions                   The Company      Pro Forma     The Company
                                   Company    VSEA      VI     (Deductions)    Subtotal      Restated       Adjustments     Pro Forma
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  <S>                             <C>        <C>      <C>      <C>            <C>          <C>             <C>             <C>
  Sales                            $  282.3   $47.4   $133.3     $  (3.4)(2)    $ 177.3      $  105.0         $    -        $  105.0
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  
  Operating Costs and Expenses
  Cost of sales                       184.5    35.2     80.7        (3.4)(2)      112.5          72.0              0.2(6)       72.2
  Research and development             24.3     7.7      7.2                       14.9           9.4              -             9.4
  Marketing                            52.3     7.5     30.0        (0.4)(3)       37.1          15.2              -            15.2
  General and administrative           20.2     7.3      7.7        (3.2)(3)       11.8           8.4              -             8.4
  Reorganization                        3.5     -        -                          -             3.5              -             3.5
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  Total operating costs
     and expenses                     284.8    57.7    125.6        (7.0)         176.3         108.5              0.2         108.7
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  
  Operating (Loss) Earnings            (2.5)  (10.3)     7.7         3.6            1.0          (3.5)            (0.2)         (3.7)
  
  Interest expense                     (2.7)    -        -           -              -            (2.7)             1.1 (4)      (1.6)
  Interest income                       1.5     -        -           -              -             1.5             (1.5)(5)         -
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  
  (Loss) Earnings before Taxes         (3.7)  (10.3)     7.7         3.6            1.0          (4.7)            (0.6)         (5.3)
  Taxes on (loss) earnings             (1.3)   (3.6)     3.4         1.6            1.4          (2.7)            (0.2)(7)      (2.9)
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  
  (Loss) Earnings from Continuing             
       Operations                      (2.4) $ (6.7)  $  4.3     $   2.0        $  (0.4)         (2.0)            (0.4)         (2.4)
  (Loss) from Discontinued 
       Operations (net of         
       taxes of $1.4)                                                                            (0.4)             0.4            -
                                  ---------                                                -------------   -------------   -----------
  
  Net (Loss) Earnings              $   (2.4)                                                 $   (2.4)        $    -        $   (2.4)
                                  =========                                                =============   =============   ===========
  
  
  Net (Loss) Earnings per 
  Share - Basic and Diluted:
     Continuing Operations         $  (0.08)                                                 $  (0.07)                      $  (0.08)
                                                                                           
     Discontinued Operations           -                                                        (0.01)                             -
                                  _________                                                -------------                   ---------
                                   $  (0.08)                                                 $  (0.08)                     $   (0.08) 
                                  =========                                                =============                   =========
  Average Shares Outstanding -         
     Basic and Diluted                 29.8                                                      29.8                           29.8
                                  =========                                                =============                   =========
  </TABLE> 
  
   See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
  
                                         6
  <PAGE>
   
                   VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES
         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
                       (IN MILLIONS, EXCEPT PER SHARE DATA)
  
  <TABLE> 
  <CAPTION> 
                                                                       Year Ended October 2, 1998
                                  ----------------------------------------------------------------------------------------------------
                                                                Historical                                          Pro Forma
                                  ----------------------------------------------------------------------   ---------------------------
                                                     Discontinued Operations (1)
                                             -------------------------------------------
                                     The                        Additions                   The Company      Pro Forma     The Company
                                   Company    VSEA      VI     (Deductions)    Subtotal      Restated       Adjustments     Pro Forma
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  <S>                             <C>        <C>      <C>      <C>            <C>          <C>             <C>             <C>
  Sales                           $ 1,422.1  $342.9   $557.8     $ (20.1)(2)    $ 880.6      $  541.5         $    -        $  541.5
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  
  Operating Costs and Expenses
  Cost of sales                       896.3   225.2    336.4       (12.9)(2)(3)   548.7         347.6              0.8(6)      348.4
  Research and development            107.0    40.8     29.6        (2.9)(3)       67.5          39.5              -            39.5
  Marketing                           199.1    35.2    113.9        (2.7)(3)      146.4          52.7              -            52.7
  General and administrative          104.5    25.4     38.7       (18.8)(3)       45.3          59.2              -            59.2
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  Total operating costs
     and expenses                   1,306.9   326.6    518.6       (37.3)         807.9         499.0              0.8         499.8
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  
  Operating Earnings                  115.2    16.3     39.2        17.2           72.7          42.5             (0.8)         41.7
  
  Interest expense                     (8.9)    -        -           -              -            (8.9)             4.5 (4)      (4.4)
  Interest income                       6.4     -        -           -              -             6.4             (6.2)(5)       0.2
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  
  Earnings before Taxes               112.7    16.3     39.2        17.2           72.7          40.0             (2.5)         37.5
  Taxes on earnings                    38.9     4.9     15.8         7.3           28.0          10.9             (1.0)(7)       9.9
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  
  Earnings from Continuing             
       Operations                      73.8  $ 11.4   $ 23.4     $   9.9        $  44.7          29.1             (1.5)         27.6
  Earnings from Discontinued 
       Operations (net of         
       taxes of $28.0)                                                                           44.7            (44.7)            -
                                  ---------                                                -------------   -------------   -----------
  
  Net Earnings                    $    73.8                                                  $   73.8          $ (46.2)     $   27.6
                                  =========                                                =============   =============   ===========
  
  
  Net Earnings per Share - Basic:
     Continuing Operations        $    2.47                                                  $   0.97                       $   0.92
     Discontinued Operations              -                                                      1.50                              -
                                  ---------                                                  --------                       --------
                                  $    2.47                                                  $   2.47                       $   0.92
                                  =========                                                  ========                       ========
  Net Earnings per Share - 
  Diluted: Continuing Operations  $    2.43                                                  $   0.96                       $   0.91
     Discontinued Operations              -                                                      1.47                              -
                                  ---------                                                 ---------                       --------
                                  $    2.43                                                  $   2.43                       $   0.91
                                   ========                                                  ========                       ========
  Average Shares Outstanding -    
   Basic                               29.9                                                      29.9                           29.9 
                                  =========                                                  ========                       ========
  Average Shares Outstanding -                                                                  
   Diluted                             30.4                                                      30.4                           30.4
                                  =========                                                  ========                       ======== 
  </TABLE> 
  
   See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
  
                                         7
  <PAGE>
   
  VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES
  UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
  (IN MILLIONS)
  
  <TABLE> 
  <CAPTION> 
                                                                                January 1, 1999
                                      ------------------------------------------------------------------------------------------------
                                                              Historical                                          Pro Forma
                                      ----------------------------------------------------------    ----------------------------------
                                           The              Discontinued           The Company        Pro Forma         The Company
                                         Company             Operations (8)          Restated       Adjustments (9)      Pro Forma
                                      -------------     -------------------     ----------------    ---------------   ----------------
  <S>                                 <C>               <C>                     <C>                 <C>               <C>
  Assets
  Current Assets
    Cash and cash equivalents           $  131.5             $     -                 $ 131.5           $ (120.0)           $  11.5
    Accounts receivable                    352.5                 201.9                 150.6                -                150.6
    Inventories                            221.4                 132.2                  89.2                -                 89.2
    Other current assets                    97.2                  62.3                  34.9                -                 34.9
                                      -------------     -------------------     ----------------    ---------------   ----------------
  
       Total current assets                802.6                 396.4                 406.2             (120.0)             286.2
                                      -------------     -------------------     ----------------    ---------------   ----------------
  
  Property, Plant and Equipment, net       210.8                 124.4                  86.4                -                 86.4
  Other Assets                             160.5                  66.6                  93.9                -                 93.9
                                      -------------     -------------------     ----------------    ---------------   ----------------
  
       Total Assets                     $1,173.9             $   587.4               $ 586.5           $ (120.0)           $ 466.5
                                      =============     ===================     ================    ===============   ================
  
  
  Liabilities and Equity
  Current Liabilities
    Notes payable and current portion             
       of long-term debt                $   46.2             $     -                 $  46.2           $  (27.9)           $  18.3
    Accounts payable-trade                  43.1                  23.0                  20.1                -                 20.1
    Accrued expenses                       275.2                 175.0                 100.2                -                100.2
    Product warranty                        39.0                  24.2                  14.8                -                 14.8
    Advance payments from customers         64.5                  17.0                  47.5                -                 47.5
                                      -------------     -------------------     ----------------    ---------------   ----------------
  
       Total Current Liabilities           468.0                 239.2                 228.8              (27.9)             200.9
  
  Long-Term Accrued Expenses                43.8                   -                    43.8                -                 43.8
  Long-Term Debt                           106.2                   -                   106.2              (52.6)              53.6
                                      -------------     -------------------     ----------------    ---------------   ----------------
  
       Total Liabilities                   618.0                 239.2                 378.8              (80.5)             298.3
  Equity                                   555.9                 348.2                 207.7              (39.5)             168.2
                                      -------------     -------------------     ----------------    ---------------   ----------------
  
  Total Liabilities and Equity          $1,173.9             $   587.4               $ 586.5           $ (120.0)           $ 466.5
                                      =============     ===================     ================    ===============   ================
  
  </TABLE> 
  
   See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
  
                                         8
  <PAGE>
                   Varian Medical Systems, Inc. and Subsidiaries
     Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
  For the Quarter Ended January 1, 1999 and the Fiscal Year Ended October 2, 1998
  
  
  (1)  The "Discontinued Operations" columns in the unaudited pro forma condensed
       consolidated statements of earnings represent the historical results of
       operations of VI and VSEA and the effects of certain adjustments, which are
       reasonable in the opinion of the management of VMS, to present such
       results as discontinued operations.
  
  (2)  Reflects adjustment to reverse sales by VI to VMS and VSEA during the 
       period. These sales and the related cost of sales have been eliminated in
       the consolidated financial statements of VMS but are included in the
       historical financial statements of VI.
  
  (3)  Reflects the reversal of historical allocations by VMS of general corporate
       overhead expenses as generally accepted accounting principles prohibit the
       allocation of such expenses to discontinued operations. For purposes of the
       historical financial statements of VI and VSEA, certain VMS general
       corporate overhead expenses were allocated to VI and VSEA on the basis that
       was considered by VMS management to reflect most fairly or reasonably the
       utilization of the services provided to or the benefit obtained by VI and
       VSEA. Typical measures and activity indicators used for allocation purposes
       include headcount, sales revenue, and payroll expense. VMS management
       believes that the methods used to allocate these amounts were reasonable.
       However, these allocations are not necessarily indicative of the amounts
       that would have been or that will be recorded by VI or VSEA on a stand-
       alone basis.
  
  (4)  Reflects the reduction of interest expense on $58.5 million of long-term
       debt at an estimated annual rate of interest of 7.02% and on $22.0 million
       of notes payable at an estimated annual rate of interest of 1.93% -- see
       Note (9). A change of 25 basis points on these estimated annual rates of
       interest would impact pro forma interest expense by $50,000 for the quarter
       ended January 1, 1999 and by $201,000 for the fiscal year ended October 2,
       1998.
  
  (5)  Reflects the reduction of interest income on $120.0 million of cash and
       cash equivalents at an estimated annual rate of interest of 5.2% -- see
       Note (9). For the quarter ended January 1, 1999, this pro forma adjustment
       is limited to the amount of actual interest income earned by VMS.
  
  (6)  Reflects the estimated effect of new selling prices and arrangements on
       former intercompany sales from VI to VMS. VI will sell certain products to
       VMS under arms-length contracts. The net effect of this charge in the
       pricing of supply arrangements with VI is to increase VMS's cost of goods
       sold.
  
  (7)  Reflects the provision for income taxes as a result of the pro forma
       adjustments referred to in Notes (4), (5), and (6) at an estimated combined
       U.S. federal and state income tax rate of 38%.
  
  (8)  Reflects the adjustment of the historical financial statements of VMS for
       the Spin-off, thereby eliminating the historical assets, liabilities, and
       equity of VI and VSEA as of January 1, 1999.
  
  (9)  Assumes a cash contribution by VMS to VI of $20.0 million, the assumption
       by VI of $58.5 million in a long-term debt (including current portion) from
       VMS, the transfer to VI of $17.0 million in notes payable from VMS, a
       cash contribution by VMS to VSEA of $100.0 million, and a transfer to
       VSEA of $5.0 million in notes payable from VMS in connection with the Spin-
       off. These pro forma amounts have been determined in accordance with the
       provisions of the Distribution Agreement by and among VMS, VI, and VSEA and
       are based upon the Company's outstanding indebtedness at January 1, 1999
       and projected operating results and certain other transactions through the
       distribution on April 2, 1999.
  
                                         9
  <PAGE>
  
                                  EXHIBIT INDEX
  
  
  Exhibit Number         Exhibit Description
  
  2                      Amended and Restated Distribution Agreement, dated as
                         of January 14, 1999, by and among Varian Associates,
                         Inc. (which has been renamed Varian Medical Systems,
                         Inc.), Varian, Inc. and Varian Semiconductor Equipment
                         Associates, Inc.
  
  20                     Notice of Combined Annual and Special Meeting of
                         Stockholders and Proxy Statement (incorporated by
                         reference to the Registrant's Definitive Proxy
                         Statement on Schedule 14A filed on January 15, 1999).
  
  99.1                   Employee Benefits Allocation Agreement, dated April 2,
                         1999, by and among Varian Associates, Inc. (which has
                         been renamed Varian Medical Systems, Inc.), Varian,
                         Inc. and Varian Semiconductor Equipment Associates,
                         Inc.
  
  99.2                   Intellectual Property Agreement, dated April 2, 1999,
                         by and among Varian Associates, Inc. (which has been
                         renamed Varian Medical Systems, Inc.), Varian, Inc. and
                         Varian Semiconductor Equipment Associates, Inc.
  
  99.3                   Tax Sharing Agreement, dated April 2, 1999, by and
                         among Varian Associates, Inc. (which has been renamed
                         Varian Medical Systems, Inc.), Varian, Inc. and Varian
                         Semiconductor Equipment Associates, Inc.
  
  99.4                   Transition Services Agreement, dated April 2, 1999, by
                         and among Varian Associates, Inc. (which has been
                         renamed Varian Medical Systems, Inc.), Varian, Inc. and
                         Varian Semiconductor Equipment Associates, Inc.
  
                                        10
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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): April 2, 1999
  
                          VARIAN MEDICAL SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
  
  Delaware                   1-7598                  94-2359345
  
  (State or other            (Commission File        (IRS Employer 
  jurisdiction of            Number)                 Identification No.)
  incorporation)                                                     
  
  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
  
                             VARIAN ASSOCIATES, INC.
                   3050 Hansen Way, Palo Alto, CA  94304-1000
          (Former name or former address, if changed since last report)
  Item 2.     Acquisition or Disposition of Assets.
  
  In November 1998, the Board of Directors (the "Board") of Varian Associates,
  Inc. (which has been renamed Varian Medical Systems, Inc., the "Registrant")
  approved a plan to divide the Registrant into its three separate businesses by
  forming two new wholly owned subsidiaries, Varian, Inc., a Delaware corporation
  ("VI"), and Varian Semiconductor Equipment Associates, Inc., a Delaware
  corporation ("VSEA"), then transferring the Instruments business to VI and the
  Semiconductor Equipment business to VSEA, followed by the distribution to the
  holders of shares of common stock, par value $1 per share (the "VMS Stock"), of
  the Registrant, of all of the outstanding shares of common stock of VI and VSEA
  (the "Spin-off").  Pursuant to this plan, following the Spin-off, the Registrant
  would continue to operate its Medical Systems business, VI would operate the
  Instruments business and VSEA would operate the Semiconductor Equipment
  business.
  
  The Registrant received a private letter ruling dated February 12, 1999 from the
  Internal Revenue Service to the effect that the Spin-off would be tax free to
  the Registrant and its stockholders.
  
  The Registrant's stockholders approved the Spin-off at a Combined Annual and
  Special Meeting of Stockholders held on February 18, 1999 (the "Stockholders
  Meeting").
  
  At a meeting held on February 19, 1999, the Board declared the distribution (to
  occur at 11:59 p.m. Pacific Standard Time on April 2, 1999) of one share of
  common stock (with its associated preferred stock purchase right) of VI and one
  share of common stock (with its associated preferred stock purchase right) of
  VSEA, for each share of VMS Stock then outstanding to holders of record of VMS
  Stock at the close of business on March 24, 1999. On March 26, 1999, the
  Registrant and its subsidiaries commenced the transfer of the operating assets
  of the Instruments business and the Semiconductor Equipment business to VI and
  VSEA, respectively, or to the appropriate subsidiaries of VI and VSEA,
  respectively. As a result of the Spin-off, VI and VSEA became independent
  publicly owned companies on April 2, 1999.
  
  Additional information concerning the Registrant, VI and VSEA is contained in a
  Proxy Statement dated January 14, 1999 (the "Proxy Statement"), copies of which
  were mailed by the Registrant to holders of VMS Stock in connection with the
  Stockholders Meeting and which was filed with the Securities and Exchange
  Commission. 
  
                                         2
  Information required by this Item and contained in the Proxy Statement is
  incorporated herein by reference to the Proxy Statement. In connection with the
  Spin-off, the Registrant, VI and VSEA entered into certain agreements, copies of
  certain of which are attached hereto and incorporated herein by reference.
  
  Item 7.     Financial Statements and Exhibits.
  
              (b)   Pro Forma Financial Information.
                    Unaudited pro forma condensed consolidated financial
                    information reflecting the Spin-off.
  
              (c)   Exhibits.
                    See the Exhibit Index at the end of this Report.
  
                                         3
  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.
                                               (Registrant)
  
  Date:  April 19, 1999                   By:  /s/ Elisha W. Finney
                                             --------------------
                                          Name:     Elisha W. Finney
                                          Title:    Vice President,
                                                    Finance and Chief 
                                                    Financial Officer
  
                                         4
  VARIAN MEDICAL SYSTEMS, INC.
  
          UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
  The unaudited pro forma condensed consolidated financial statements of Varian
  Medical Systems, Inc. ("VMS" or the "Company") set forth below consist of a
  pro forma balance sheet as of January 1, 1999 and pro forma statements of
  earnings for the quarter ended January 1, 1999 and for the fiscal year ended
  October 2, 1998. The unaudited pro forma condensed consolidated balance sheet
  was prepared to give effect to the Spin-off as if it had occurred on January 1,
  1999, and the unaudited pro forma condensed consolidated statements of earnings
  were prepared to give effect to the Spin-off as if it had occurred on the first
  day of the earliest period presented. "The Company Restated" amounts show the
  effects on reported results of operations and financial position of the Company
  assuming the proposed Spin-off was consummated and, as a result, Varian, Inc.
  ("VI") and Varian Semiconductor Equipment Associates, Inc. ("VSEA") are reported
  as discontinued operations. "The Company Pro Forma" amounts represent the
  estimated effect on historical reported results of operations and financial
  position of the Company of various agreements that will govern ongoing
  relationships among the Company, VI and VSEA after the Spin-off. The unaudited
  pro forma condensed consolidated balance sheet presented below does not purport
  to represent what VMS's financial position actually would have been had the 
  Spin-off occurred on the date indicated or to project VMS's financial position
  for any future date. The unaudited pro forma condensed consolidated statements
  of earnings set forth below do not purport to represent what VMS's operations
  actually would have been or to project VMS's operating results for any future
  period.
  
  The pro forma condensed consolidated financial statements should be read in
  conjunction with the historical consolidated financial statements of the Company
  and the notes thereto contained in its Annual Report on Form 10-K for the fiscal
  year ended October 2, 1998, and in its Quarterly Report on Form 10-Q for the
  quarter ended January 1, 1999. For more information concerning the Company, VI
  and VSEA, see the Company's Proxy Statement, dated January 14, 1999,
  incorporated herein by reference.
  
                                         5
  VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES
         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
                       (IN MILLIONS, EXCEPT PER SHARE DATA)
  Quarter ended January 1, 1999
                                  ----------------------------------------------------------------------------------------------------
                                                                Historical                                          Pro Forma
                                  ----------------------------------------------------------------------   ---------------------------
                                                     Discontinued Operations (1)
                                             -------------------------------------------
                                     The                        Additions                   The Company      Pro Forma     The Company
                                   Company    VSEA      VI     (Deductions)    Subtotal      Restated       Adjustments     Pro Forma
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  Sales                            $  282.3   $47.4   $133.3     $  (3.4)(2)    $ 177.3      $  105.0         $    -        $  105.0
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  Operating Costs and Expenses
  Cost of sales                       184.5    35.2     80.7        (3.4)(2)      112.5          72.0              0.2(6)       72.2
  Research and development             24.3     7.7      7.2                       14.9           9.4              -             9.4
  Marketing                            52.3     7.5     30.0        (0.4)(3)       37.1          15.2              -            15.2
  General and administrative           20.2     7.3      7.7        (3.2)(3)       11.8           8.4              -             8.4
  Reorganization                        3.5     -        -                          -             3.5              -             3.5
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  Total operating costs
     and expenses                     284.8    57.7    125.6        (7.0)         176.3         108.5              0.2         108.7
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  Operating (Loss) Earnings            (2.5)  (10.3)     7.7         3.6            1.0          (3.5)            (0.2)         (3.7)
  
  Interest expense                     (2.7)    -        -           -              -            (2.7)             1.1 (4)      (1.6)
  Interest income                       1.5     -        -           -              -             1.5             (1.5)(5)         -
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  (Loss) Earnings before Taxes         (3.7)  (10.3)     7.7         3.6            1.0          (4.7)            (0.6)         (5.3)
  Taxes on (loss) earnings             (1.3)   (3.6)     3.4         1.6            1.4          (2.7)            (0.2)(7)      (2.9)
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  (Loss) Earnings from Continuing             
       Operations                      (2.4) $ (6.7)  $  4.3     $   2.0        $  (0.4)         (2.0)            (0.4)         (2.4)
  (Loss) from Discontinued 
       Operations (net of         
       taxes of $1.4)                                                                            (0.4)             0.4            -
                                  ---------                                                -------------   -------------   -----------
  
  Net (Loss) Earnings              $   (2.4)                                                 $   (2.4)        $    -        $   (2.4)
                                  =========                                                =============   =============   ===========
  
  Net (Loss) Earnings per 
  Share - Basic and Diluted:
     Continuing Operations         $  (0.08)                                                 $  (0.07)                      $  (0.08)
                                                                                           
     Discontinued Operations           -                                                        (0.01)                             -
                                  _________                                                -------------                   ---------
                                   $  (0.08)                                                 $  (0.08)                     $   (0.08) 
                                  =========                                                =============                   =========
  Average Shares Outstanding -         
     Basic and Diluted                 29.8                                                      29.8                           29.8
                                  =========                                                =============                   =========
  See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
  
                                         6
  VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES
         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
                       (IN MILLIONS, EXCEPT PER SHARE DATA)
  Year Ended October 2, 1998
                                  ----------------------------------------------------------------------------------------------------
                                                                Historical                                          Pro Forma
                                  ----------------------------------------------------------------------   ---------------------------
                                                     Discontinued Operations (1)
                                             -------------------------------------------
                                     The                        Additions                   The Company      Pro Forma     The Company
                                   Company    VSEA      VI     (Deductions)    Subtotal      Restated       Adjustments     Pro Forma
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  Sales                           $ 1,422.1  $342.9   $557.8     $ (20.1)(2)    $ 880.6      $  541.5         $    -        $  541.5
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  Operating Costs and Expenses
  Cost of sales                       896.3   225.2    336.4       (12.9)(2)(3)   548.7         347.6              0.8(6)      348.4
  Research and development            107.0    40.8     29.6        (2.9)(3)       67.5          39.5              -            39.5
  Marketing                           199.1    35.2    113.9        (2.7)(3)      146.4          52.7              -            52.7
  General and administrative          104.5    25.4     38.7       (18.8)(3)       45.3          59.2              -            59.2
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  Total operating costs
     and expenses                   1,306.9   326.6    518.6       (37.3)         807.9         499.0              0.8         499.8
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  Operating Earnings                  115.2    16.3     39.2        17.2           72.7          42.5             (0.8)         41.7
  
  Interest expense                     (8.9)    -        -           -              -            (8.9)             4.5 (4)      (4.4)
  Interest income                       6.4     -        -           -              -             6.4             (6.2)(5)       0.2
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  Earnings before Taxes               112.7    16.3     39.2        17.2           72.7          40.0             (2.5)         37.5
  Taxes on earnings                    38.9     4.9     15.8         7.3           28.0          10.9             (1.0)(7)       9.9
                                  ---------  ------   ------   ------------   ----------   -------------   -------------   -----------
  
  Earnings from Continuing             
       Operations                      73.8  $ 11.4   $ 23.4     $   9.9        $  44.7          29.1             (1.5)         27.6
  Earnings from Discontinued 
       Operations (net of         
       taxes of $28.0)                                                                           44.7            (44.7)            -
                                  ---------                                                -------------   -------------   -----------
  
  Net Earnings                    $    73.8                                                  $   73.8          $ (46.2)     $   27.6
                                  =========                                                =============   =============   ===========
  
  Net Earnings per Share - Basic:
     Continuing Operations        $    2.47                                                  $   0.97                       $   0.92
     Discontinued Operations              -                                                      1.50                              -
                                  ---------                                                  --------                       --------
                                  $    2.47                                                  $   2.47                       $   0.92
                                  =========                                                  ========                       ========
  Net Earnings per Share - 
  Diluted: Continuing Operations  $    2.43                                                  $   0.96                       $   0.91
     Discontinued Operations              -                                                      1.47                              -
                                  ---------                                                 ---------                       --------
                                  $    2.43                                                  $   2.43                       $   0.91
                                   ========                                                  ========                       ========
  Average Shares Outstanding -    
   Basic                               29.9                                                      29.9                           29.9 
                                  =========                                                  ========                       ========
  Average Shares Outstanding -                                                                  
   Diluted                             30.4                                                      30.4                           30.4
                                  =========                                                  ========                       ========
  See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
  
                                         7
  VARIAN MEDICAL SYSTEMS, INC. AND SUBSIDIARIES
  UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
  (IN MILLIONS)
  January 1, 1999
                                      ------------------------------------------------------------------------------------------------
                                                              Historical                                          Pro Forma
                                      ----------------------------------------------------------    ----------------------------------
                                           The              Discontinued           The Company        Pro Forma         The Company
                                         Company             Operations (8)          Restated       Adjustments (9)      Pro Forma
                                      -------------     -------------------     ----------------    ---------------   ----------------
  Assets
  Current Assets
    Cash and cash equivalents           $  131.5             $     -                 $ 131.5           $ (120.0)           $  11.5
    Accounts receivable                    352.5                 201.9                 150.6                -                150.6
    Inventories                            221.4                 132.2                  89.2                -                 89.2
    Other current assets                    97.2                  62.3                  34.9                -                 34.9
                                      -------------     -------------------     ----------------    ---------------   ----------------
  
       Total current assets                802.6                 396.4                 406.2             (120.0)             286.2
                                      -------------     -------------------     ----------------    ---------------   ----------------
  
  Property, Plant and Equipment, net       210.8                 124.4                  86.4                -                 86.4
  Other Assets                             160.5                  66.6                  93.9                -                 93.9
                                      -------------     -------------------     ----------------    ---------------   ----------------
  
       Total Assets                     $1,173.9             $   587.4               $ 586.5           $ (120.0)           $ 466.5
                                      =============     ===================     ================    ===============   ================
  
  Liabilities and Equity
  Current Liabilities
    Notes payable and current portion             
       of long-term debt                $   46.2             $     -                 $  46.2           $  (27.9)           $  18.3
    Accounts payable-trade                  43.1                  23.0                  20.1                -                 20.1
    Accrued expenses                       275.2                 175.0                 100.2                -                100.2
    Product warranty                        39.0                  24.2                  14.8                -                 14.8
    Advance payments from customers         64.5                  17.0                  47.5                -                 47.5
                                      -------------     -------------------     ----------------    ---------------   ----------------
  
       Total Current Liabilities           468.0                 239.2                 228.8              (27.9)             200.9
  
  Long-Term Accrued Expenses                43.8                   -                    43.8                -                 43.8
  Long-Term Debt                           106.2                   -                   106.2              (52.6)              53.6
                                      -------------     -------------------     ----------------    ---------------   ----------------
  
       Total Liabilities                   618.0                 239.2                 378.8              (80.5)             298.3
  Equity                                   555.9                 348.2                 207.7              (39.5)             168.2
                                      -------------     -------------------     ----------------    ---------------   ----------------
  
  Total Liabilities and Equity          $1,173.9             $   587.4               $ 586.5           $ (120.0)           $ 466.5
                                      =============     ===================     ================    ===============   ================
  See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
  
                                         8
  Varian Medical Systems, Inc. and Subsidiaries
     Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
  For the Quarter Ended January 1, 1999 and the Fiscal Year Ended October 2, 1998
  
  (1)  The "Discontinued Operations" columns in the unaudited pro forma condensed
       consolidated statements of earnings represent the historical results of
       operations of VI and VSEA and the effects of certain adjustments, which are
       reasonable in the opinion of the management of VMS, to present such
       results as discontinued operations.
  
  (2)  Reflects adjustment to reverse sales by VI to VMS and VSEA during the 
       period. These sales and the related cost of sales have been eliminated in
       the consolidated financial statements of VMS but are included in the
       historical financial statements of VI.
  
  (3)  Reflects the reversal of historical allocations by VMS of general corporate
       overhead expenses as generally accepted accounting principles prohibit the
       allocation of such expenses to discontinued operations. For purposes of the
       historical financial statements of VI and VSEA, certain VMS general
       corporate overhead expenses were allocated to VI and VSEA on the basis that
       was considered by VMS management to reflect most fairly or reasonably the
       utilization of the services provided to or the benefit obtained by VI and
       VSEA. Typical measures and activity indicators used for allocation purposes
       include headcount, sales revenue, and payroll expense. VMS management
       believes that the methods used to allocate these amounts were reasonable.
       However, these allocations are not necessarily indicative of the amounts
       that would have been or that will be recorded by VI or VSEA on a stand-
       alone basis.
  
  (4)  Reflects the reduction of interest expense on $58.5 million of long-term
       debt at an estimated annual rate of interest of 7.02% and on $22.0 million
       of notes payable at an estimated annual rate of interest of 1.93% -- see
       Note (9). A change of 25 basis points on these estimated annual rates of
       interest would impact pro forma interest expense by $50,000 for the quarter
       ended January 1, 1999 and by $201,000 for the fiscal year ended October 2,
       1998.
  
  (5)  Reflects the reduction of interest income on $120.0 million of cash and
       cash equivalents at an estimated annual rate of interest of 5.2% -- see
       Note (9). For the quarter ended January 1, 1999, this pro forma adjustment
       is limited to the amount of actual interest income earned by VMS.
  
  (6)  Reflects the estimated effect of new selling prices and arrangements on
       former intercompany sales from VI to VMS. VI will sell certain products to
       VMS under arms-length contracts. The net effect of this charge in the
       pricing of supply arrangements with VI is to increase VMS's cost of goods
       sold.
  
  (7)  Reflects the provision for income taxes as a result of the pro forma
       adjustments referred to in Notes (4), (5), and (6) at an estimated combined
       U.S. federal and state income tax rate of 38%.
  
  (8)  Reflects the adjustment of the historical financial statements of VMS for
       the Spin-off, thereby eliminating the historical assets, liabilities, and
       equity of VI and VSEA as of January 1, 1999.
  
  (9)  Assumes a cash contribution by VMS to VI of $20.0 million, the assumption
       by VI of $58.5 million in a long-term debt (including current portion) from
       VMS, the transfer to VI of $17.0 million in notes payable from VMS, a
       cash contribution by VMS to VSEA of $100.0 million, and a transfer to
       VSEA of $5.0 million in notes payable from VMS in connection with the Spin-
       off. These pro forma amounts have been determined in accordance with the
       provisions of the Distribution Agreement by and among VMS, VI, and VSEA and
       are based upon the Company's outstanding indebtedness at January 1, 1999
       and projected operating results and certain other transactions through the
       distribution on April 2, 1999.
  
                                         9
  EXHIBIT INDEX
  
  Exhibit Number         Exhibit Description
  
  2                      Amended and Restated Distribution Agreement, dated as
                         of January 14, 1999, by and among Varian Associates,
                         Inc. (which has been renamed Varian Medical Systems,
                         Inc.), Varian, Inc. and Varian Semiconductor Equipment
                         Associates, Inc.
  
  20                     Notice of Combined Annual and Special Meeting of
                         Stockholders and Proxy Statement (incorporated by
                         reference to the Registrant's Definitive Proxy
                         Statement on Schedule 14A filed on January 15, 1999).
  
  99.1                   Employee Benefits Allocation Agreement, dated April 2,
                         1999, by and among Varian Associates, Inc. (which has
                         been renamed Varian Medical Systems, Inc.), Varian,
                         Inc. and Varian Semiconductor Equipment Associates,
                         Inc.
  
  99.2                   Intellectual Property Agreement, dated April 2, 1999,
                         by and among Varian Associates, Inc. (which has been
                         renamed Varian Medical Systems, Inc.), Varian, Inc. and
                         Varian Semiconductor Equipment Associates, Inc.
  
  99.3                   Tax Sharing Agreement, dated April 2, 1999, by and
                         among Varian Associates, Inc. (which has been renamed
                         Varian Medical Systems, Inc.), Varian, Inc. and Varian
                         Semiconductor Equipment Associates, Inc.
  
  99.4                   Transition Services Agreement, dated April 2, 1999, by
                         and among Varian Associates, Inc. (which has been
                         renamed Varian Medical Systems, Inc.), Varian, Inc. and
                         Varian Semiconductor Equipment Associates, Inc.
  
                                        10