SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FINNEY ELISHA W

(Last)

(First)

(Middle)

C/O VARIAN MEDICAL SYSTEMS

3100 HANSEN WAY, , MAIL STOP E-327

(Street)

PALO ALTO

94304-1030

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VARIAN MEDICAL SYSTEMS INC [ VAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Finance and CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/01/2008		M		10,000	A	$24.375	43,940	D
Common Stock	10/01/2008		S⁽¹⁾		1,000	D	$56.55	42,940	D
Common Stock	10/01/2008		S⁽¹⁾		1,000	D	$57.5	41,940	D
Common Stock	10/01/2008		S⁽¹⁾		1,000	D	$57.53	40,940	D
Common Stock	10/01/2008		S⁽¹⁾		400	D	$57.92	40,540	D
Common Stock	10/01/2008		S⁽¹⁾		100	D	$57.9202	40,440	D
Common Stock	10/01/2008		S⁽¹⁾		4,000	D	$58	36,440	D
Common Stock	10/01/2008		S⁽¹⁾		500	D	$58.165	35,940	D
Common Stock	10/01/2008		S⁽¹⁾		500	D	$58.17	35,440	D
Common Stock	10/01/2008		S⁽¹⁾		1,500	D	$58.2	33,940⁽²⁾	D
Common Stock								31,371	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified Stock Option (Right to Buy)	$24.375	10/01/2008		M			10,000	⁽³⁾	11/14/2012	Common Stock	10,000	$0	68,000	D

Explanation of Responses:

1. This transaction is pursuant to the filer's SEC Rule10b5-1 Stock Plan

2. Amount of securities beneficially owned at the end of the reporting period reflect 311 shares purchased on September 26, 2008 under the Varian Medical Systems, Inc. Employee Stock Purchase Plan.

3. Stock option granted under the Varian Medical Systems, Inc. 1990 Omnibus Stock Plan, which complies with new Rule 16b-3. The option vests as follows: one third on 11/14/03, and the remaining shares in 24 equal installments over the 24 months following the first vesting date.

	/s/ Franco N. Palomba, Attorney in Fact for Elisha W. Finney	10/03/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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