As filed with the Securities and Exchange Commission on April 29, 1999
                             Registration Statement No. 333_______

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       Varlen Corporation
     (Exact Name of Registrant as Specified in Its Charter)

                            Delaware
 (State or Other Jurisdiction of Incorporation or Organization)

                           13-2651100
              (I.R.S. Employer Identification No.)

         55 Shuman Boulevard, Naperville, Illinois 60566
            (Address of Principal Executive Offices)

     Varlen Corporation 1998 Long-Term Equity Incentive Plan
       Varlen Corporation 1993 Incentive Stock Option Plan
 Varlen Corporation 1993 Deferred Incentive Stock Purchase Plan
  Varlen Corporation 1993 Directors Incentive Stock Grant Plan
                    (Full Title of the Plans)

                         Raymond A. Jean
              President and Chief Executive Officer
               55 Shuman Boulevard, P.O. Box 3089
                 Naperville, Illinois 60566-7089
             (Name and Address of Agent for Service)
                         (630) 420-0400
  (Telephone Number, Including Area Code, of Agent for Service)

Copy to:  Vicki L. Casmere, Esq.
          Vice President, General Counsel & Secretary
          55 Shuman Boulevard, P.O. Box 3089
          Naperville, Illinois 60566-7089

                 CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of         Amount to be    Proposed     Proposed       Amount of
Securities       Registered(1)   Maximum      Maximum        Registration
to be                            Offering     Aggregate      Fee
Registered                       Price Per    Offering     
                                 Share(2)     Price(2)    

<S>               <C>            <C>          <C>             <C> 
Common Stock,                                          
par value $.10    1,334,552      $ 24.25      $ 32,362,886    $8,996.88
per share(3)
            
</TABLE>
                    
(1)  Includes 625,000 shares that are available for issuance upon
     exercise of options to be granted pursuant to the Varlen
     Corporation 1998 Long-Term Equity Incentive Plan and 709,552
     shares that are available for issuance pursuant to the
     Varlen Corporation 1993 Incentive Stock Option Plan, the
     Varlen Corporation 1993 Deferred Incentive Stock Purchase
     Plan and the Varlen Corporation 1993 Directors Incentive
     Stock Grant Plan as to which no registration fee was paid
     when such plans were originally registered on Registration
     Statement No. 33-72480.
(2)  Estimated solely for purposes of determining the registration fee in
     with Rule 457(h) under the Securities Act of 1933, as amended, on the
     basis of $ 24.25 per share, the average of the high and low prices
     of the Registrant's Common Stock as reported on the Nasdaq National
     Market on April 26, 1999.
(3)  Includes associated rights (the "Rights") to purchase the
     Registrant's Common Stock.  Until the occurrence of certain
     prescribed events, none of which has occurred, the Rights
     are not exercisable, are evidenced by the certificates
     representing such Common Stock and will be transferred along
     with and only with such Common Stock.
                                
                                
Pursuant to Rule 429, the Prospectus contained herein also relates to
Registration Statement No. 33-72480 and this constitutes Post-Effective
Amendment No. 1 to such Registration Statement.
                                
                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

Information  required by Part I, Item 1 to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of
1933, as amended, and the introductory Note to Part I of Form S-
8.

Item 2.   Registrant Information and Employee Plan Annual
Information.

Upon written or oral request, any of the documents incorporated
by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in the Section
10(a) prospectus), other documents required to be delivered to
eligible employees pursuant to Rule 428(b) or additional
information about the Varlen Corporation 1998 Long-Term Equity
Incentive Plan are available without charge by contacting:

                         Vicki L. Casmere
                         Secretary
                         Varlen Corporation
                         55 Shuman Boulevard
                         P.O. Box 3089
                         Naperville, IL   60566-7089
                         Telephone:  (630) 420-0400


                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The   following  documents  of  Varlen  Corporation (the
"Registrant")  and  the  Varlen Corporation  1998 Long-Term
Equity Incentive Plan (the "Plan") filed with the  Securities and
Exchange   Commission (the "Commission") are hereby incorporated
by reference in  this Registration Statement:

(a)(1) Annual Report on Form 10-K of the Registrant filed  with
    the  Commission pursuant to the Securities Exchange  Act of
    1934,  as amended (the "Exchange Act"), for  the
    Registrant's fiscal  year ended January 31, 1999.

(b)(1) Quarterly Report on Form 10-Q for the Registrant filed
    with  the Commission pursuant to the Exchange Act,  for the
    Registrant's fiscal quarter ended May 2, 1998.

(b)(2) Quarterly Report on Form 10-Q for the Registrant filed
    with  the Commission pursuant to the Exchange Act,  for the
    Registrant's fiscal quarter ended August 1, 1998.

(b)(3) Quarterly Report on Form 10-Q for the Registrant filed
    with the Commission pursuant to the Exchange Act, for the
    Registrant's fiscal quarter ended October 31, 1998.

(c)(1) The  description of the Common Stock of the Registrant
    contained in the Registrant's Registration Statement on Form
    S-3 (Registration No. 33-61826) filed with the Commission on
    April 29, 1993.

(c)(2) The  description  of  the  Rights  of  the Registrant
    contained in the Registrant's Registration Statement  on
    Form 8-A filed with the Commission on July 29, 1996 pursuant
    to Section  12(g)  of  the  Exchange  Act, together  with
    all amendments  or  reports, if  any, filed for  the
    purpose  of updating such description, to the extent of such
    updating.

     All  documents subsequently filed by the Registrant pursuant
to  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities  then
remaining  unsold, shall  be  deemed to be incorporated by
reference herein and to be part hereof from  the date  of filing
of such documents.

     Any statement contained in  a document  incorporated or
deemed to be incorporated by  reference herein  shall be deemed
to be modified or superseded for purposes of  this Registration
Statement to the extent that a statement contained herein or  in
any other subsequently  filed document which  also is
incorporated or is deemed to be incorporated  by reference herein
modifies or supersedes such statement.  Any such statement  so
modified or superseded shall not be deemed, except as  so
modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.

     Not applicable.



Item 5.   Interests of Named Experts and Counsel.

     Not applicable

Item 6.   Indemnification of Directors and Officers.

     Article VII, Section 4 of the Registrant's By-Laws provide
that  the Registrant shall, to the full extent permitted  by  the
General  Corporation  Law  of  the State of  Delaware  and  the
Registrant's Certificate of Incorporation, indemnify all  persons
whom  it  has  the power to indemnify  pursuant  thereto. The
Registrant has entered into written indemnification agreements
with its officers and directors whereby the Registrant has agreed
to  indemnify and advance expenses to such persons to the fullest
extent  permitted by applicable law.  The Registrant has obtained
a directors and officers liability insurance policy which insures
such persons against loss arising from certain claims made by
reason of their being directors or officers of the Registrant.

     Article 102 of the General Corporation Law of Delaware and
Article  TENTH  of the Registrant's Certificate of Incorporation
permit  the  limitation of directors' personal liability to the
corporation or its stockholders for monetary damages for breach
of fiduciary  duty  as a director except in certain situations
including  the breach of director's duty of loyalty or acts or
omissions not in good faith.

     Section 145(c) of the Delaware General Corporation Law
provides for "mandatory indemnification" to the extent that a
present or former director or officer of a corporation has been
successful on the merits or otherwise in the defense of any
proceeding, or in defense of any claim, issue or matter therein,
against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with such
proceeding.  Section 145(e) of the Delaware General Corporation
Law provides that expenses (including attorneys' fees) incurred
by an officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if
it shall be ultimately determined that he or she is not entitled
to be indemnified by the corporation as authorized in such
section.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

The following exhibits are filed herewith:

Exhibit No.         Description

4.1           Restated Certificate  of Incorporation of Registrant
             (incorporated herein by reference to Exhibit 4.2 to the
              Registrant's Form S-3 Registration Statement (Registration
              No. 333-33909), filed on August 19, 1997), as amended
              through June 25, 1998 (incorporated herein by reference
              to Exhibit 3(i) to the Registrant's Quarterly Report on
              Form 10-Q for the fiscal quarter ended May 2, 1998).

4.2           By-laws of Registrant, as amended through November
              20, 1998 (incorporated herein by reference to Exhibit
              3(ii) to the Registrant's Quarterly Report on Form 10-Q
              for the fiscal quarter ended October 31, 1998 filed with
              the Commission on December 8, 1998).

4.3           Rights Agreement, dated as of June 17, 1996,
              between Varlen Corporation and Harris Trust and  Savings
              Bank (incorporated herein by reference  to Exhibit (1)
              to the Registrant's Registration  Statement on Form 8-A
              filed  with the Commission  on June 19, 1996).

4.4           Amendment No. 1 to Rights Agreement, dated as of
              September 28, 1998, by and between Varlen Corporation
              and Harris Trust and  Savings Bank  (incorporated herein
              by reference  to Exhibit 4(a) to the Registrant's
              Quarterly Report on Form 10-Q for the fiscal quarter
              ended October 31, 1998).

23.1          Consent of Deloitte & Touche LLP.

24.1          Power of Attorney (included on page II-5).

Item 9.   Undertakings.

The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being
   made, a post-effective amendment to this registration
   statement:

     (i)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933.

    (ii)  To reflect in the prospectus any facts or  events
          arising after the effective date of  this registration
          statement (or  the most recent  post-effective
          amendment thereof) which,  individually or in the
          aggregate, represent  a fundamental change  in the
          information  set  forth in this registration statement.
          Notwithstanding the foregoing, any increase or decrease
          in volume of securities offered (if  the total dollar
          value  of securities offered  would not exceed that
          which was registered)  and any deviation from  the low
          or high end of  the estimated maximum offering range
          may  be  reflected in the form of prospectus filed
          with  the Commission  pursuant to Rule  424(b)  if,  in
          the aggregate,  changes  in volume and price  represent
          no more  than  a  20% change  in  the  maximum
          aggregate offering  price set  forth  in the
          "Calculation of Registration Fee" table  in the
          effective registration statement.

   (iii)  To include any material information with respect to the plan
          of distribution not  previously disclosed  in  this registration
          statement or any material change to such  information in this
          registration statement.

    Provided, however, that paragraphs (1)(i) and  (1)(ii) do
    not  apply if the registration statement is on Form S-3,
    Form S-8 or Form F-3, and the information required  to be
    included in  a post-effective amendment by  those paragraphs
    is contained in periodic reports  filed with or furnished to
    the Commission by the registrant pursuant to Section 13  or
    Section 15(d)  of the Securities Exchange Act of 1934 that
    are incorporated  by  reference in the registration
    statement.

2.  That, for the purpose of determining any liability under
    the Securities  Act of 1933, each such post-effective
    amendment shall  be deemed to be a new registration
    statement  relating to  the securities offered therein, and
    the offering of such securities  at that time shall be
    deemed to be  the initial bona fide offering thereof.

3.  To  remove  from  registration by means of a  post effective
    amendment  any  of  the  securities being registered  which
    remain unsold at the termination of the offering.

4.  That, for purposes of determining any liability under the
    Securities Act of 1933,  each filing of the Registrant's
    annual report pursuant  to Section 13(a) or Section 15(d) of
    the Securities Exchange Act  of 1934 (and, where applicable,
    each filing of an employee benefit plan's annual report
    pursuant to Section 15(d) of the Securities Exchange Act of
    1934) that  is incorporated by reference  in this
    registration statement shall  be deemed to be a new
    registration statement relating  to the securities offered
    therein, and the offering  of such securities at that time
    shall be deemed to be the initial bona fide offering
    thereof.

5.  Insofar as indemnification for liabilities arising under the
    Securities  Act  of 1933 may be permitted to directors,
    officers and  controlling  persons  of  the Registrant
    pursuant  to  the foregoing  provisions,  or otherwise,  the
    Registrant  has  been advised that in the opinion of the
    Securities  and  Exchange Commission  such indemnification
    is against  public  policy  as expressed in the Securities
    Act and is, therefore, unenforceable. In  the  event  that a
    claim for indemnification  against such liabilities (other
    than the payment by the Registrant of expenses incurred or
    paid by a director, officer or controlling person of the
    Registrant in  the successful defense of any action, suit or
    proceeding) is asserted by  such director, officer or
    controlling person  in  connection with the securities being
    registered, the Registrant will, unless in the  opinion  of
    counsel  the matter has  been settled by controlling
    precedent,  submit to a court of appropriate jurisdiction
    the question whether such indemnification by  it  is against
    public policy as expressed in the Securities Act and will be
    governed by the final adjudication of such issue.

                            SIGNATURE

     Pursuant to the requirements of the Securities Act  of
1933,  the Registrant certifies that it has  reasonable grounds
to  believe  that it meets all of the requirements  for filing
on  Form  S-8  and has  duly caused this  Registration Statement
to  be signed  on its behalf by  the  undersigned, thereunto duly
authorized, in Naperville, Illinois, on this 29th day of April, 1999.

                         Varlen Corporation

                         By:  /s/Raymond A. Jean
                              Raymond A. Jean
                              President and Chief Executive Officer

                POWER OF ATTORNEY AND SIGNATURES

     Each  person whose signature appears below constitutes and
appoints  Raymond A. Jean, Richard A. Nunemaker and Vicki L.
Casmere, and each of them, his true and lawful attorney-in-fact
and  agent, with  full power of substitution and resubstitution,
for  him  and in his name, place and stead,  in  any  and  all
capacities, to sign  any  and all amendments  (including  post-
effective amendments) to this Registration Statement, and to file
the same,  with  all exhibits thereto, and all documents  in
connection therewith, with the Securities and Exchange Commission
under the Securities Act of 1933.

     Pursuant to the requirements of the Securities Act of 1933,
this  Registration Statement has been signed  by  the following
persons in the capacities indicated on the dates indicated.

<TABLE>
<CAPTION>

      Signature                  Title                            Date
 <S>                        <C>                                <C>
 /s/ Richard L. Wellek      Chairman of the Board              April 27, 1999
     Richard L. Wellek

 /s/ Raymond A. Jean        President and Chief Executive      April 29, 1999
     Raymond A. Jean        Officer (Principal Executive
                            Officer)
                      
 /s/ Richard A. Nunemaker   Vice President, Finance and        April 29, 1999
     Richard A. Nunemaker   Chief Financial Officer,
                            Treasurer, and Assistant
                            Secretary (Principal Financial
                            and Accounting Officer)
                      
 /s/ Ernest H. Lorch        Senior Chairman of the Board       April 27, 1999
     Ernest H. Lorch        and Director

 /s/ William Miles          Director                           April 27, 1999
     William Miles
          
 /s/ Greg A. Rosenbaum      Director                           April 29, 1999
     Greg A. Rosenbaum
          
 /s/ Joseph J. Ross         Director                           April 27, 1999
     Joseph J. Ross
          
 /s/ Theodore A. Ruppert    Director                           April 29, 1999
     Theodore A. Ruppert

</TABLE>
                         
                         EXHIBIT INDEX

Exhibit No.         Description

4.1           Restated Certificate of  Incorporation of
              Registrant (incorporated herein by reference to Exhibit
              4.2 to the  Registrant's Form S-3 Registration
              Statement (Registration No. 333-33909), filed on August
              19, 1997), as amended through June 25, 1998
              (incorporated herein by reference to Exhibit 3(i) to
              the Registrant's Quarterly Report on Form 10-Q for the
              fiscal quarter ended May 2, 1998).

4.2           By-laws of Registrant, as amended through
              November 20, 1998 (incorporated herein by reference to
              Exhibit 3(ii) to the Registrant's Quarterly Report on
              Form 10-Q for the fiscal quarter ended October 31, 1998
              filed with the Commission on December 8, 1998).

4.3           Rights Agreement, dated as  of  June  17, 1996,
              between Varlen Corporation and Harris Trust and
              Savings Bank (incorporated herein by reference to
              Exhibit (1)  to the Registrant's Registration Statement
              on Form 8-A filed with the Commission on June 19,
              1996).

4.4           Amendment No. 1 to Rights Agreement, dated as
              of September 28, 1998, by and between Varlen
              Corporation and Harris Trust and  Savings Bank
              (incorporated herein by reference  to Exhibit 4(a) to
              the Registrant's Quarterly Report on Form 10-Q for the
              fiscal quarter ended October 31, 1998).

23.1          Consent of Deloitte & Touche LLP.

24.1          Power of Attorney (included on page II-5).
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{"company-data": {"conformed-name": "VARLEN CORP", "cik": "0000103071", "assigned-sic": "3714", "irs-number": "132651100", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77335", "film-number": "99604687"}, "business-address": {"street1": "55 SHUMAN BLVD", "street2": "P O BOX 3089", "city": "NAPERVILLE", "state": "IL", "zip": "60566-7089", "phone": "6304200400"}, "mail-address": {"street1": "55 SHUMAN BLVD", "street2": "P O BOX 3089", "city": "NAPERVILLE", "state": "IL", "zip": "60566-7089"}}
As filed with the Securities and Exchange Commission on April 29, 1999
                             Registration Statement No. 333_______

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       Varlen Corporation
     (Exact Name of Registrant as Specified in Its Charter)

                            Delaware
 (State or Other Jurisdiction of Incorporation or Organization)

                           13-2651100
              (I.R.S. Employer Identification No.)

         55 Shuman Boulevard, Naperville, Illinois 60566
            (Address of Principal Executive Offices)

     Varlen Corporation 1998 Long-Term Equity Incentive Plan
       Varlen Corporation 1993 Incentive Stock Option Plan
 Varlen Corporation 1993 Deferred Incentive Stock Purchase Plan
  Varlen Corporation 1993 Directors Incentive Stock Grant Plan
                    (Full Title of the Plans)

                         Raymond A. Jean
              President and Chief Executive Officer
               55 Shuman Boulevard, P.O. Box 3089
                 Naperville, Illinois 60566-7089
             (Name and Address of Agent for Service)
                         (630) 420-0400
  (Telephone Number, Including Area Code, of Agent for Service)

Copy to:  Vicki L. Casmere, Esq.
          Vice President, General Counsel & Secretary
          55 Shuman Boulevard, P.O. Box 3089
          Naperville, Illinois 60566-7089

                 CALCULATION OF REGISTRATION FEE
Title of         Amount to be    Proposed     Proposed       Amount of
Securities       Registered(1)   Maximum      Maximum        Registration
to be                            Offering     Aggregate      Fee
Registered                       Price Per    Offering     
                                 Share(2)     Price(2)
Common Stock,                                          
par value $.10    1,334,552      $ 24.25      $ 32,362,886    $8,996.88
per share(3)
(1)  Includes 625,000 shares that are available for issuance upon
     exercise of options to be granted pursuant to the Varlen
     Corporation 1998 Long-Term Equity Incentive Plan and 709,552
     shares that are available for issuance pursuant to the
     Varlen Corporation 1993 Incentive Stock Option Plan, the
     Varlen Corporation 1993 Deferred Incentive Stock Purchase
     Plan and the Varlen Corporation 1993 Directors Incentive
     Stock Grant Plan as to which no registration fee was paid
     when such plans were originally registered on Registration
     Statement No. 33-72480.
(2)  Estimated solely for purposes of determining the registration fee in
     with Rule 457(h) under the Securities Act of 1933, as amended, on the
     basis of $ 24.25 per share, the average of the high and low prices
     of the Registrant's Common Stock as reported on the Nasdaq National
     Market on April 26, 1999.
(3)  Includes associated rights (the "Rights") to purchase the
     Registrant's Common Stock.  Until the occurrence of certain
     prescribed events, none of which has occurred, the Rights
     are not exercisable, are evidenced by the certificates
     representing such Common Stock and will be transferred along
     with and only with such Common Stock.
                                
                                
Pursuant to Rule 429, the Prospectus contained herein also relates to
Registration Statement No. 33-72480 and this constitutes Post-Effective
Amendment No. 1 to such Registration Statement.
                                
                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

Information  required by Part I, Item 1 to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of
1933, as amended, and the introductory Note to Part I of Form S-
8.

Item 2.   Registrant Information and Employee Plan Annual
Information.

Upon written or oral request, any of the documents incorporated
by reference in Item 3 of Part II of this Registration Statement
(which documents are incorporated by reference in the Section
10(a) prospectus), other documents required to be delivered to
eligible employees pursuant to Rule 428(b) or additional
information about the Varlen Corporation 1998 Long-Term Equity
Incentive Plan are available without charge by contacting:

                         Vicki L. Casmere
                         Secretary
                         Varlen Corporation
                         55 Shuman Boulevard
                         P.O. Box 3089
                         Naperville, IL   60566-7089
                         Telephone:  (630) 420-0400

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The   following  documents  of  Varlen  Corporation (the
"Registrant")  and  the  Varlen Corporation  1998 Long-Term
Equity Incentive Plan (the "Plan") filed with the  Securities and
Exchange   Commission (the "Commission") are hereby incorporated
by reference in  this Registration Statement:

(a)(1) Annual Report on Form 10-K of the Registrant filed  with
    the  Commission pursuant to the Securities Exchange  Act of
    1934,  as amended (the "Exchange Act"), for  the
    Registrant's fiscal  year ended January 31, 1999.

(b)(1) Quarterly Report on Form 10-Q for the Registrant filed
    with  the Commission pursuant to the Exchange Act,  for the
    Registrant's fiscal quarter ended May 2, 1998.

(b)(2) Quarterly Report on Form 10-Q for the Registrant filed
    with  the Commission pursuant to the Exchange Act,  for the
    Registrant's fiscal quarter ended August 1, 1998.

(b)(3) Quarterly Report on Form 10-Q for the Registrant filed
    with the Commission pursuant to the Exchange Act, for the
    Registrant's fiscal quarter ended October 31, 1998.

(c)(1) The  description of the Common Stock of the Registrant
    contained in the Registrant's Registration Statement on Form
    S-3 (Registration No. 33-61826) filed with the Commission on
    April 29, 1993.

(c)(2) The  description  of  the  Rights  of  the Registrant
    contained in the Registrant's Registration Statement  on
    Form 8-A filed with the Commission on July 29, 1996 pursuant
    to Section  12(g)  of  the  Exchange  Act, together  with
    all amendments  or  reports, if  any, filed for  the
    purpose  of updating such description, to the extent of such
    updating.

     All  documents subsequently filed by the Registrant pursuant
to  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities  then
remaining  unsold, shall  be  deemed to be incorporated by
reference herein and to be part hereof from  the date  of filing
of such documents.

     Any statement contained in  a document  incorporated or
deemed to be incorporated by  reference herein  shall be deemed
to be modified or superseded for purposes of  this Registration
Statement to the extent that a statement contained herein or  in
any other subsequently  filed document which  also is
incorporated or is deemed to be incorporated  by reference herein
modifies or supersedes such statement.  Any such statement  so
modified or superseded shall not be deemed, except as  so
modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable

Item 6.   Indemnification of Directors and Officers.

     Article VII, Section 4 of the Registrant's By-Laws provide
that  the Registrant shall, to the full extent permitted  by  the
General  Corporation  Law  of  the State of  Delaware  and  the
Registrant's Certificate of Incorporation, indemnify all  persons
whom  it  has  the power to indemnify  pursuant  thereto. The
Registrant has entered into written indemnification agreements
with its officers and directors whereby the Registrant has agreed
to  indemnify and advance expenses to such persons to the fullest
extent  permitted by applicable law.  The Registrant has obtained
a directors and officers liability insurance policy which insures
such persons against loss arising from certain claims made by
reason of their being directors or officers of the Registrant.

     Article 102 of the General Corporation Law of Delaware and
Article  TENTH  of the Registrant's Certificate of Incorporation
permit  the  limitation of directors' personal liability to the
corporation or its stockholders for monetary damages for breach
of fiduciary  duty  as a director except in certain situations
including  the breach of director's duty of loyalty or acts or
omissions not in good faith.

     Section 145(c) of the Delaware General Corporation Law
provides for "mandatory indemnification" to the extent that a
present or former director or officer of a corporation has been
successful on the merits or otherwise in the defense of any
proceeding, or in defense of any claim, issue or matter therein,
against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with such
proceeding.  Section 145(e) of the Delaware General Corporation
Law provides that expenses (including attorneys' fees) incurred
by an officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if
it shall be ultimately determined that he or she is not entitled
to be indemnified by the corporation as authorized in such
section.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

The following exhibits are filed herewith:

Exhibit No.         Description

4.1           Restated Certificate  of Incorporation of Registrant
             (incorporated herein by reference to Exhibit 4.2 to the
              Registrant's Form S-3 Registration Statement (Registration
              No. 333-33909), filed on August 19, 1997), as amended
              through June 25, 1998 (incorporated herein by reference
              to Exhibit 3(i) to the Registrant's Quarterly Report on
              Form 10-Q for the fiscal quarter ended May 2, 1998).

4.2           By-laws of Registrant, as amended through November
              20, 1998 (incorporated herein by reference to Exhibit
              3(ii) to the Registrant's Quarterly Report on Form 10-Q
              for the fiscal quarter ended October 31, 1998 filed with
              the Commission on December 8, 1998).

4.3           Rights Agreement, dated as of June 17, 1996,
              between Varlen Corporation and Harris Trust and  Savings
              Bank (incorporated herein by reference  to Exhibit (1)
              to the Registrant's Registration  Statement on Form 8-A
              filed  with the Commission  on June 19, 1996).

4.4           Amendment No. 1 to Rights Agreement, dated as of
              September 28, 1998, by and between Varlen Corporation
              and Harris Trust and  Savings Bank  (incorporated herein
              by reference  to Exhibit 4(a) to the Registrant's
              Quarterly Report on Form 10-Q for the fiscal quarter
              ended October 31, 1998).

23.1          Consent of Deloitte & Touche LLP.

24.1          Power of Attorney (included on page II-5).

Item 9.   Undertakings.

The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being
   made, a post-effective amendment to this registration
   statement:

     (i)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933.

    (ii)  To reflect in the prospectus any facts or  events
          arising after the effective date of  this registration
          statement (or  the most recent  post-effective
          amendment thereof) which,  individually or in the
          aggregate, represent  a fundamental change  in the
          information  set  forth in this registration statement.
          Notwithstanding the foregoing, any increase or decrease
          in volume of securities offered (if  the total dollar
          value  of securities offered  would not exceed that
          which was registered)  and any deviation from  the low
          or high end of  the estimated maximum offering range
          may  be  reflected in the form of prospectus filed
          with  the Commission  pursuant to Rule  424(b)  if,  in
          the aggregate,  changes  in volume and price  represent
          no more  than  a  20% change  in  the  maximum
          aggregate offering  price set  forth  in the
          "Calculation of Registration Fee" table  in the
          effective registration statement.

   (iii)  To include any material information with respect to the plan
          of distribution not  previously disclosed  in  this registration
          statement or any material change to such  information in this
          registration statement.

    Provided, however, that paragraphs (1)(i) and  (1)(ii) do
    not  apply if the registration statement is on Form S-3,
    Form S-8 or Form F-3, and the information required  to be
    included in  a post-effective amendment by  those paragraphs
    is contained in periodic reports  filed with or furnished to
    the Commission by the registrant pursuant to Section 13  or
    Section 15(d)  of the Securities Exchange Act of 1934 that
    are incorporated  by  reference in the registration
    statement.

2.  That, for the purpose of determining any liability under
    the Securities  Act of 1933, each such post-effective
    amendment shall  be deemed to be a new registration
    statement  relating to  the securities offered therein, and
    the offering of such securities  at that time shall be
    deemed to be  the initial bona fide offering thereof.

3.  To  remove  from  registration by means of a  post effective
    amendment  any  of  the  securities being registered  which
    remain unsold at the termination of the offering.

4.  That, for purposes of determining any liability under the
    Securities Act of 1933,  each filing of the Registrant's
    annual report pursuant  to Section 13(a) or Section 15(d) of
    the Securities Exchange Act  of 1934 (and, where applicable,
    each filing of an employee benefit plan's annual report
    pursuant to Section 15(d) of the Securities Exchange Act of
    1934) that  is incorporated by reference  in this
    registration statement shall  be deemed to be a new
    registration statement relating  to the securities offered
    therein, and the offering  of such securities at that time
    shall be deemed to be the initial bona fide offering
    thereof.

5.  Insofar as indemnification for liabilities arising under the
    Securities  Act  of 1933 may be permitted to directors,
    officers and  controlling  persons  of  the Registrant
    pursuant  to  the foregoing  provisions,  or otherwise,  the
    Registrant  has  been advised that in the opinion of the
    Securities  and  Exchange Commission  such indemnification
    is against  public  policy  as expressed in the Securities
    Act and is, therefore, unenforceable. In  the  event  that a
    claim for indemnification  against such liabilities (other
    than the payment by the Registrant of expenses incurred or
    paid by a director, officer or controlling person of the
    Registrant in  the successful defense of any action, suit or
    proceeding) is asserted by  such director, officer or
    controlling person  in  connection with the securities being
    registered, the Registrant will, unless in the  opinion  of
    counsel  the matter has  been settled by controlling
    precedent,  submit to a court of appropriate jurisdiction
    the question whether such indemnification by  it  is against
    public policy as expressed in the Securities Act and will be
    governed by the final adjudication of such issue.

                            SIGNATURE

     Pursuant to the requirements of the Securities Act  of
1933,  the Registrant certifies that it has  reasonable grounds
to  believe  that it meets all of the requirements  for filing
on  Form  S-8  and has  duly caused this  Registration Statement
to  be signed  on its behalf by  the  undersigned, thereunto duly
authorized, in Naperville, Illinois, on this 29th day of April, 1999.

                         Varlen Corporation

                         By:  /s/Raymond A. Jean
                              Raymond A. Jean
                              President and Chief Executive Officer

                POWER OF ATTORNEY AND SIGNATURES

     Each  person whose signature appears below constitutes and
appoints  Raymond A. Jean, Richard A. Nunemaker and Vicki L.
Casmere, and each of them, his true and lawful attorney-in-fact
and  agent, with  full power of substitution and resubstitution,
for  him  and in his name, place and stead,  in  any  and  all
capacities, to sign  any  and all amendments  (including  post-
effective amendments) to this Registration Statement, and to file
the same,  with  all exhibits thereto, and all documents  in
connection therewith, with the Securities and Exchange Commission
under the Securities Act of 1933.

     Pursuant to the requirements of the Securities Act of 1933,
this  Registration Statement has been signed  by  the following
persons in the capacities indicated on the dates indicated.
Signature                  Title                            Date
/s/ Richard L. Wellek      Chairman of the Board              April 27, 1999
     Richard L. Wellek

 /s/ Raymond A. Jean        President and Chief Executive      April 29, 1999
     Raymond A. Jean        Officer (Principal Executive
                            Officer)
                      
 /s/ Richard A. Nunemaker   Vice President, Finance and        April 29, 1999
     Richard A. Nunemaker   Chief Financial Officer,
                            Treasurer, and Assistant
                            Secretary (Principal Financial
                            and Accounting Officer)
                      
 /s/ Ernest H. Lorch        Senior Chairman of the Board       April 27, 1999
     Ernest H. Lorch        and Director

 /s/ William Miles          Director                           April 27, 1999
     William Miles
          
 /s/ Greg A. Rosenbaum      Director                           April 29, 1999
     Greg A. Rosenbaum
          
 /s/ Joseph J. Ross         Director                           April 27, 1999
     Joseph J. Ross
          
 /s/ Theodore A. Ruppert    Director                           April 29, 1999
     Theodore A. Ruppert
EXHIBIT INDEX

Exhibit No.         Description

4.1           Restated Certificate of  Incorporation of
              Registrant (incorporated herein by reference to Exhibit
              4.2 to the  Registrant's Form S-3 Registration
              Statement (Registration No. 333-33909), filed on August
              19, 1997), as amended through June 25, 1998
              (incorporated herein by reference to Exhibit 3(i) to
              the Registrant's Quarterly Report on Form 10-Q for the
              fiscal quarter ended May 2, 1998).

4.2           By-laws of Registrant, as amended through
              November 20, 1998 (incorporated herein by reference to
              Exhibit 3(ii) to the Registrant's Quarterly Report on
              Form 10-Q for the fiscal quarter ended October 31, 1998
              filed with the Commission on December 8, 1998).

4.3           Rights Agreement, dated as  of  June  17, 1996,
              between Varlen Corporation and Harris Trust and
              Savings Bank (incorporated herein by reference to
              Exhibit (1)  to the Registrant's Registration Statement
              on Form 8-A filed with the Commission on June 19,
              1996).

4.4           Amendment No. 1 to Rights Agreement, dated as
              of September 28, 1998, by and between Varlen
              Corporation and Harris Trust and  Savings Bank
              (incorporated herein by reference  to Exhibit 4(a) to
              the Registrant's Quarterly Report on Form 10-Q for the
              fiscal quarter ended October 31, 1998).

23.1          Consent of Deloitte & Touche LLP.

24.1          Power of Attorney (included on page II-5).