As filed with the Securities and Exchange Commission
on February 5, 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                      Proposed         Proposed
Securities                    Maximum          Maximum            Amount of
to be          Amount to be   Offering Price   Aggregate          Registration
Registered     Registered     Per Share(1)     Offering Price(1)       Fee


Common Stock,    50,000        $24.97           $1,248,500           $368.31
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 $24.97 per share, the average of the high and low
       prices of the Registrant's Common Stock as reported in the National
       Association of Securities Dealers Automated Quotation System on
       February 2, 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, 1997,
          including the  portions of  the  Registrant's
          Proxy Statement dated April  17,  1997 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, 1996.

(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 3, 1997.
     
(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 2, 1997.

(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 November 1, 1997.
     
(b)(4)    Current  Report  on Form 8-K for the Registrant filed
          with  the  Commission  pursuant to the Exchange  Act,
          dated August 19, 1997.

(b)(5)    Current  Report  on Form 8-K for the Registrant filed
          with  the  Commission  pursuant to the Exchange  Act,
          dated August 25, 1997.

(b)(6)    Current  Report  on Form 8-K for the Registrant filed
          with  the  Commission  pursuant to the Exchange  Act,
          dated September 5, 1997.

(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 June 19,
          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)(i)         Certificate  of Incorporation of Registrant, as
               amended  through May 26, 1987 (incorporated
               herein by reference to Exhibit (3)(a) to the
               Registrant's Annual Report  on Form 10-K for
               the fiscal year ended January 31,  1988) and as
               further amended through June 17, 1993
               (incorporated herein by reference to Exhibit
               (3)(i)  to the  Registrant's Annual Report on
               Form  10-K  for  the fiscal year ended January
               31, 1996 (Commission File No. 0-5374)).
          
(4)(ii)        By-laws of Registrant, as amended May 29, 1997.

(4)(iii)       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 (Commission File No. 0-5374)).
          
(10)(i)        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 (Commission File No. 0-5374)).

(10)(ii)       First Amendment to the Varlen Corporation Profit
               Sharing and Retirement Savings  Plan, effective
               January 1, 1997.

(23.1)         Consent of Deloitte & Touche LLP.

(23.2)         Consent of McGladrey & Pullen.

(24)           Power of Attorney (included on page II-7).

Item 9.   Undertakings.

Undertakings required by Item 512(a) of Regulation S-K

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.); and
          
               (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) shall not  apply if the information required
                     to be included  in  a post-effective amendment by
                     those paragraphs is contained in periodic reports
                     filed by the registrant pursuant to Section 13  or
                     15(d)  of the Exchange Act that are incorporated  by
                     reference in this Registration Statement;

(2)  That, for the purpose of determining any liability under
     the Securities  Act of 1933, each such posteffective
     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; and

(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.
     
     
Undertakings required by Item 512(b) of Regulation S-K

      The  undersigned  Registrant hereby  undertakes
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  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.

Undertakings required by Item 512(h) of Regulation S-K

     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 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 of  1933 and will be
governed by the final adjudication of such.

                        SIGNATURE
                            
                            
      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 5th
day of February, 1998.
                              Varlen Corporation

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

     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 5th day of
February, 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. Wellek    Chairman of the Board,       February 5, 1998
 Richard L. Wellek       Chief Executive Officer,
                         and Director (Principal
                         Executive Officer)
                         
                         
/s/Richard A. Nunemaker  Vice President,Finance       February 5, 1998
Richard A. Nunemaker     and Chief Financial Officer,
                         Treasurer, and Assistant Secretary
                         (Principal Financial and
                         Accounting Officer)


/s/Rudolph Grua          Director                     February 5, 1998
Rudolph Grua


/s/Raymond A. Jean       President and Chief          February 5, 1998
Raymond A. Jean          Operating Officer and
                         Director
                            
                            
/s/Ernest H. Lorch       Senior Chairman of           February 5, 1998
Ernest H. Lorch          the Board and Director



/s/L. William Miles      Director                     February 5, 1998
L. William Miles


/s/Greg A. Rosenbaum     Director                     February 5, 1998
Greg A. Rosenbaum


/s/Joseph J. Ross        Director                     February 5, 1998
Joseph J. Ross


/s/Theodore A. Ruppert   Director                      February 2, 1998
Theodore A. Ruppert


                      EXHIBIT INDEX
                            
                            
Exhibit No.                  Description

 (4)(i)               Certificate       of
              Incorporation of Registrant,  as  amended
              through   May   26,  1987   (incorporated
              herein by reference to Exhibit (3)(a) to
              the  Registrant's Annual Report on Form 10-K
              for  the fiscal year ended January 31,
              1988) and as further amended through
              June  17, 1993 (incorporated  herein  by
              reference to Exhibit (3)(i) to the
              Registrant's Annual Report on Form 10K for
              the  fiscal year ended January 31, 1996
              (Commission File No. 0-5374)).

 (4)(ii)        By-laws of Registrant, as amended May 29, 1997.
                       
 (4)(iii)     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 (Commission File No. 0-5374)).
              
 (10)(i)      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 (Commission File No. 0-5374)).

 (10)(ii      First Amendment to the Varlen Corporation Profit
              Sharing and Retirement Savings Plan, effective
              January 1, 1997.

 (23.1)       Consent of Deloitte & Touche LLP.

 (23.2)       Consent of McGladrey & Pullen.

 (24)         Power of Attorney (included on page II-7).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22768}]
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As filed with the Securities and Exchange Commission
on February 5, 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                      Proposed         Proposed
Securities                    Maximum          Maximum            Amount of
to be          Amount to be   Offering Price   Aggregate          Registration
Registered     Registered     Per Share(1)     Offering Price(1)       Fee

Common Stock,    50,000        $24.97           $1,248,500           $368.31
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 $24.97 per share, the average of the high and low
       prices of the Registrant's Common Stock as reported in the National
       Association of Securities Dealers Automated Quotation System on
       February 2, 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, 1997,
          including the  portions of  the  Registrant's
          Proxy Statement dated April  17,  1997 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, 1996.

(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 3, 1997.
     
(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 2, 1997.

(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 November 1, 1997.
     
(b)(4)    Current  Report  on Form 8-K for the Registrant filed
          with  the  Commission  pursuant to the Exchange  Act,
          dated August 19, 1997.

(b)(5)    Current  Report  on Form 8-K for the Registrant filed
          with  the  Commission  pursuant to the Exchange  Act,
          dated August 25, 1997.

(b)(6)    Current  Report  on Form 8-K for the Registrant filed
          with  the  Commission  pursuant to the Exchange  Act,
          dated September 5, 1997.

(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 June 19,
          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)(i)         Certificate  of Incorporation of Registrant, as
               amended  through May 26, 1987 (incorporated
               herein by reference to Exhibit (3)(a) to the
               Registrant's Annual Report  on Form 10-K for
               the fiscal year ended January 31,  1988) and as
               further amended through June 17, 1993
               (incorporated herein by reference to Exhibit
               (3)(i)  to the  Registrant's Annual Report on
               Form  10-K  for  the fiscal year ended January
               31, 1996 (Commission File No. 0-5374)).
          
(4)(ii)        By-laws of Registrant, as amended May 29, 1997.

(4)(iii)       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 (Commission File No. 0-5374)).
          
(10)(i)        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 (Commission File No. 0-5374)).

(10)(ii)       First Amendment to the Varlen Corporation Profit
               Sharing and Retirement Savings  Plan, effective
               January 1, 1997.

(23.1)         Consent of Deloitte & Touche LLP.

(23.2)         Consent of McGladrey & Pullen.

(24)           Power of Attorney (included on page II-7).

Item 9.   Undertakings.

Undertakings required by Item 512(a) of Regulation S-K

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.); and
          
               (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) shall not  apply if the information required
                     to be included  in  a post-effective amendment by
                     those paragraphs is contained in periodic reports
                     filed by the registrant pursuant to Section 13  or
                     15(d)  of the Exchange Act that are incorporated  by
                     reference in this Registration Statement;

(2)  That, for the purpose of determining any liability under
     the Securities  Act of 1933, each such posteffective
     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; and

(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.
     
     
Undertakings required by Item 512(b) of Regulation S-K

      The  undersigned  Registrant hereby  undertakes
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  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.

Undertakings required by Item 512(h) of Regulation S-K

     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 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 of  1933 and will be
governed by the final adjudication of such.

                        SIGNATURE
                            
                            
      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 5th
day of February, 1998.
                              Varlen Corporation

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

     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 5th day of
February, 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. Wellek    Chairman of the Board,       February 5, 1998
 Richard L. Wellek       Chief Executive Officer,
                         and Director (Principal
                         Executive Officer)
                         
                         
/s/Richard A. Nunemaker  Vice President,Finance       February 5, 1998
Richard A. Nunemaker     and Chief Financial Officer,
                         Treasurer, and Assistant Secretary
                         (Principal Financial and
                         Accounting Officer)

/s/Rudolph Grua          Director                     February 5, 1998
Rudolph Grua

/s/Raymond A. Jean       President and Chief          February 5, 1998
Raymond A. Jean          Operating Officer and
                         Director
                            
                            
/s/Ernest H. Lorch       Senior Chairman of           February 5, 1998
Ernest H. Lorch          the Board and Director

/s/L. William Miles      Director                     February 5, 1998
L. William Miles

/s/Greg A. Rosenbaum     Director                     February 5, 1998
Greg A. Rosenbaum

/s/Joseph J. Ross        Director                     February 5, 1998
Joseph J. Ross

/s/Theodore A. Ruppert   Director                      February 2, 1998
Theodore A. Ruppert

                      EXHIBIT INDEX
                            
                            
Exhibit No.                  Description

 (4)(i)               Certificate       of
              Incorporation of Registrant,  as  amended
              through   May   26,  1987   (incorporated
              herein by reference to Exhibit (3)(a) to
              the  Registrant's Annual Report on Form 10-K
              for  the fiscal year ended January 31,
              1988) and as further amended through
              June  17, 1993 (incorporated  herein  by
              reference to Exhibit (3)(i) to the
              Registrant's Annual Report on Form 10K for
              the  fiscal year ended January 31, 1996
              (Commission File No. 0-5374)).

 (4)(ii)        By-laws of Registrant, as amended May 29, 1997.
                       
 (4)(iii)     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 (Commission File No. 0-5374)).
              
 (10)(i)      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 (Commission File No. 0-5374)).

 (10)(ii      First Amendment to the Varlen Corporation Profit
              Sharing and Retirement Savings Plan, effective
              January 1, 1997.

 (23.1)       Consent of Deloitte & Touche LLP.

 (23.2)       Consent of McGladrey & Pullen.

 (24)         Power of Attorney (included on page II-7).