As filed with the Securities and Exchange Commission
on December 7, 1998 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 Profit Sharing and Retirement
 Savings Plan (Full Title of the Plan)
                    
         Richard L. Wellek
         Chairman 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  Proposed    Proposed     Amount
Securities         be         Maximum     Maximum      of
to be              Registered  Offering   Aggregate    Registra
Registered                    Price       Offering     tion
                              Per         Price(1)     Fee
                              Share(1)

Common Stock,      100,000    $26.4375    $2,643,750   $734.96
par value $.10                                         _
(and
associated
Rights)(2)

Interests in       -          -           -            -
Plan(3)

(1)  Estimated solely for purposes of determining the
     registration fee in accordance with Rule 457(h)
     under the Securities Act of 1933 on the basis of
     $26.4375 per share, the average of the high and
     low prices of the Registrant's Common Stock as
     reported on the National Market on November 30,
     1998.
     
(2)  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.

(3)  In addition, pursuant to Rule 416(c) under the
     Securities Act of 1933, this Registration
     Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the
     employee benefit plan described herein.

                       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
the introductory Note to Part I of Form S-8.


Item 2.   Registrant Information and Employee Plan
Annual Information.


Information  required by Part I, Item 2 to be
contained in the Section 10(a) prospectus is omitted
from this Registration Statement in accordance with
the introductory Note to Part I of Form S-8.

                       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 Profit Sharing  and Retirement  Savings
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, 1998,  including
     the  portions of  the  Registrant's Proxy
     Statement dated May 27, 1998 incorporated  into
     Part III of such Form 10-K.
(a)(2) Annual Report on Form 11-K of the Plan filed
     with the Commission  pursuant  to the Exchange
     Act, for the Plan's fiscal year ended December
     31, 1997.
(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.
(c)(1) The  description of the Common Stock of the
     Registrant contained in the Registrant's
     Registration Statement  on Form 8-B  filed with
     the Commission in February  1971 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.
(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 or the Plan 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.   Interest 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.


     The Registrant's Plan provides that to the
extent permitted by law each Employer (as defined in
the Plan) shall indemnify and hold  harmless each
member (and former member) of the  Board  of
Directors,  each member (and former member) of the
Committee  (as defined  in the Plan), and each
officer and employee  (and  each
former officer and employee) of an Employer to whom
are (or were) delegated duties, responsibilities, and
authority with respect to the  Plan against all
claims, liabilities, fines and  penalties, and all
expenses reasonably incurred by or imposed  upon  him
(including but  not  limited  to reasonable  attorney
fees and amounts paid in any settlement relating to
the Plan) by reason of his  service under the Plan if
he did not act dishonestly,  with gross negligence,
or otherwise in knowing violation of  the  law under
which such liability, loss, cost or expense arises.
This indemnity  does  not preclude such other
indemnities  as  may  be available under insurance
purchased or provided by  an  Employer under any  by-
law, agreement,  or  otherwise,  to  the  extent
permitted by law.

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 May 29,
          1997 (incorporated herein by reference to
          Exhibit 4(ii) to the Registrant's
          Registration Statement on Form S-8 filed
          with the Commission on February 5, 1998
          (Registration No. 333-45679)).
          
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).
          
10.1      Varlen  Corporation Profit Sharing and
          Retirement  Savings Plan as amended  and
          restated generally  effective July 1, 1994
          (incorporated herein by  reference to
          Exhibit 10(b) of Registrant's Annual Report
          on Form 10-K for the fiscal year ended
          January 31, 1995).
          
10.2      First Amendment to the Varlen Corporation
          Profit  Sharing and Retirement Savings
          Plan, effective January 1, 1997
          (incorporated herein by reference to
          Exhibit 10(ii) to the Registrant's
          Registration Statement on Form S-8 filed
          with the Commission on February 5, 1998).

23.1      Consent of Deloitte & Touche LLP.

23.2      Consent of McGladrey & Pullen.

24.1      Power of Attorney (included on page II-6).

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  posteffective 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 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 Act and will be
     governed by the final adjudication of such
     issue.
     
                      SIGNATURE
                          
     The Registrant.  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 7th day of
December, 1998.

                         Varlen Corporation
                By:  /s/Richard L. Wellek
                Richard L. Wellek
                Chairman and Chief Executive Officer

     The Plan. Pursuant to the requirements of the
Securities Act of 1933,  the  Plan's  Committee has
duly caused  this Registration Statement  to  be
signed  on its  behalf  by the undersigned, thereunto
duly authorized, in Naperville, Illinois, on this 7th
day of December, 1998.

                         Varlen  Corporation Profit
                         Sharing and Retirement
                         Savings Plan
                         
                         By:  /s/Richard A. Nunemaker
                              Richard A. Nunemaker
                              Member of the Committee

          POWER OF ATTORNEY AND SIGNATURES
                          
     Each  person whose signature appears below
constitutes and appoints  Richard L. Wellek, 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  posteffective 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.      Chairman of the         December 7, 1998
       Wellek          Board, Chief
                       Executive Officer,
    Richard L. Wellek  and Director (Principal
                       Executive Officer)

   /s/ Richard A.      Vice President,           December 7, 1998
       Nunemaker        Finance and Chief
                        Financial Officer,
  Richard A. Nunemaker  Treasurer, and
                        Assistant Secretary
                       (Principal Financial
                        and Accounting Officer)

 /s/ Raymond A. Jean   President and Chief       December 7, 1998
                       Operating Officer
    Raymond A. Jean    and Director

   /s/ Ernest H. Lorch  Senior Chairman of        December 7, 1998
                        the Board
     Ernest H. Lorch    and Director

  /s/ William Miles        Director               December 7, 1998

      William Miles

     /s/ Greg A.           Director               December 7, 1998
      Rosenbaum

     Greg A. Rosenbaum

    /s/ Joseph J. Ross        Director            December 7, 1998

     Joseph J. Ross

   /s/ Theodore A.         Director               December 7, 1998
       Ruppert

   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 May 29,
          1997 (incorporated herein by reference to
          Exhibit 4(ii) to the Registrant's
          Registration Statement on Form S-8 filed
          with the Commission on February 5, 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).
          
          10.1      Varlen Corporation Profit Sharing
          and Retirement  Savings Plan as amended
          and restated generally  effective July  1,
          1994 (incorporated by reference  to Exhibit
          10(b) of Registrant's  Annual Report  on
          Form 10-K for the fiscal  year ended
          January 31,  1995).

          10.2      First Amendment to the Varlen
          Corporation Profit  Sharing and Retirement
          Savings Plan, effective January 1, 1997
          (incorporated herein by reference to
          Exhibit 10(ii) to the Registrant's
          Registration Statement on Form S-8 filed
          with the Commission on February 5, 1998).

          23.1      Consent of Deloitte & Touche LLP.

          23.2      Consent of McGladrey & Pullen.

          24.1      Power of Attorney (included on page II-6).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21846}]
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As filed with the Securities and Exchange Commission
on December 7, 1998 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 Profit Sharing and Retirement
 Savings Plan (Full Title of the Plan)
                    
         Richard L. Wellek
         Chairman 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  Proposed    Proposed     Amount
Securities         be         Maximum     Maximum      of
to be              Registered  Offering   Aggregate    Registra
Registered                    Price       Offering     tion
                              Per         Price(1)     Fee
                              Share(1)

Common Stock,      100,000    $26.4375    $2,643,750   $734.96
par value $.10                                         _
(and
associated
Rights)(2)

Interests in       -          -           -            -
Plan(3)

(1)  Estimated solely for purposes of determining the
     registration fee in accordance with Rule 457(h)
     under the Securities Act of 1933 on the basis of
     $26.4375 per share, the average of the high and
     low prices of the Registrant's Common Stock as
     reported on the National Market on November 30,
     1998.
     
(2)  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.

(3)  In addition, pursuant to Rule 416(c) under the
     Securities Act of 1933, this Registration
     Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the
     employee benefit plan described herein.

                       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
the introductory Note to Part I of Form S-8.

Item 2.   Registrant Information and Employee Plan
Annual Information.

Information  required by Part I, Item 2 to be
contained in the Section 10(a) prospectus is omitted
from this Registration Statement in accordance with
the introductory Note to Part I of Form S-8.

                       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 Profit Sharing  and Retirement  Savings
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, 1998,  including
     the  portions of  the  Registrant's Proxy
     Statement dated May 27, 1998 incorporated  into
     Part III of such Form 10-K.
(a)(2) Annual Report on Form 11-K of the Plan filed
     with the Commission  pursuant  to the Exchange
     Act, for the Plan's fiscal year ended December
     31, 1997.
(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.
(c)(1) The  description of the Common Stock of the
     Registrant contained in the Registrant's
     Registration Statement  on Form 8-B  filed with
     the Commission in February  1971 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.
(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 or the Plan 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.   Interest 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.

     The Registrant's Plan provides that to the
extent permitted by law each Employer (as defined in
the Plan) shall indemnify and hold  harmless each
member (and former member) of the  Board  of
Directors,  each member (and former member) of the
Committee  (as defined  in the Plan), and each
officer and employee  (and  each
former officer and employee) of an Employer to whom
are (or were) delegated duties, responsibilities, and
authority with respect to the  Plan against all
claims, liabilities, fines and  penalties, and all
expenses reasonably incurred by or imposed  upon  him
(including but  not  limited  to reasonable  attorney
fees and amounts paid in any settlement relating to
the Plan) by reason of his  service under the Plan if
he did not act dishonestly,  with gross negligence,
or otherwise in knowing violation of  the  law under
which such liability, loss, cost or expense arises.
This indemnity  does  not preclude such other
indemnities  as  may  be available under insurance
purchased or provided by  an  Employer under any  by-
law, agreement,  or  otherwise,  to  the  extent
permitted by law.

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 May 29,
          1997 (incorporated herein by reference to
          Exhibit 4(ii) to the Registrant's
          Registration Statement on Form S-8 filed
          with the Commission on February 5, 1998
          (Registration No. 333-45679)).
          
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).
          
10.1      Varlen  Corporation Profit Sharing and
          Retirement  Savings Plan as amended  and
          restated generally  effective July 1, 1994
          (incorporated herein by  reference to
          Exhibit 10(b) of Registrant's Annual Report
          on Form 10-K for the fiscal year ended
          January 31, 1995).
          
10.2      First Amendment to the Varlen Corporation
          Profit  Sharing and Retirement Savings
          Plan, effective January 1, 1997
          (incorporated herein by reference to
          Exhibit 10(ii) to the Registrant's
          Registration Statement on Form S-8 filed
          with the Commission on February 5, 1998).

23.1      Consent of Deloitte & Touche LLP.

23.2      Consent of McGladrey & Pullen.

24.1      Power of Attorney (included on page II-6).

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  posteffective 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 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 Act and will be
     governed by the final adjudication of such
     issue.
     
                      SIGNATURE
                          
     The Registrant.  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 7th day of
December, 1998.

                         Varlen Corporation
                By:  /s/Richard L. Wellek
                Richard L. Wellek
                Chairman and Chief Executive Officer

     The Plan. Pursuant to the requirements of the
Securities Act of 1933,  the  Plan's  Committee has
duly caused  this Registration Statement  to  be
signed  on its  behalf  by the undersigned, thereunto
duly authorized, in Naperville, Illinois, on this 7th
day of December, 1998.

                         Varlen  Corporation Profit
                         Sharing and Retirement
                         Savings Plan
                         
                         By:  /s/Richard A. Nunemaker
                              Richard A. Nunemaker
                              Member of the Committee

          POWER OF ATTORNEY AND SIGNATURES
                          
     Each  person whose signature appears below
constitutes and appoints  Richard L. Wellek, 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  posteffective 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.      Chairman of the         December 7, 1998
       Wellek          Board, Chief
                       Executive Officer,
    Richard L. Wellek  and Director (Principal
                       Executive Officer)

   /s/ Richard A.      Vice President,           December 7, 1998
       Nunemaker        Finance and Chief
                        Financial Officer,
  Richard A. Nunemaker  Treasurer, and
                        Assistant Secretary
                       (Principal Financial
                        and Accounting Officer)

 /s/ Raymond A. Jean   President and Chief       December 7, 1998
                       Operating Officer
    Raymond A. Jean    and Director

   /s/ Ernest H. Lorch  Senior Chairman of        December 7, 1998
                        the Board
     Ernest H. Lorch    and Director

  /s/ William Miles        Director               December 7, 1998

      William Miles

     /s/ Greg A.           Director               December 7, 1998
      Rosenbaum

     Greg A. Rosenbaum

    /s/ Joseph J. Ross        Director            December 7, 1998

     Joseph J. Ross

   /s/ Theodore A.         Director               December 7, 1998
       Ruppert

   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 May 29,
          1997 (incorporated herein by reference to
          Exhibit 4(ii) to the Registrant's
          Registration Statement on Form S-8 filed
          with the Commission on February 5, 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).
          
          10.1      Varlen Corporation Profit Sharing
          and Retirement  Savings Plan as amended
          and restated generally  effective July  1,
          1994 (incorporated by reference  to Exhibit
          10(b) of Registrant's  Annual Report  on
          Form 10-K for the fiscal  year ended
          January 31,  1995).

          10.2      First Amendment to the Varlen
          Corporation Profit  Sharing and Retirement
          Savings Plan, effective January 1, 1997
          (incorporated herein by reference to
          Exhibit 10(ii) to the Registrant's
          Registration Statement on Form S-8 filed
          with the Commission on February 5, 1998).

          23.1      Consent of Deloitte & Touche LLP.

          23.2      Consent of McGladrey & Pullen.

          24.1      Power of Attorney (included on page II-6).