Mail Stop 6010

      May 2, 2006

Via Facsimile and U.S. Mail

Mr. G. Edward McClammy
Chief Financial Officer
Varian, Inc.
3120 Hansen Way
Palo Alto, CA   94304-1030


	Re:	Varian, Inc.
		Form 10-K for the year ended September 30, 2005
Filed December 9, 2005
Form 10-Q as of December 30, 2005
		File No. 0-25393


Dear Mr. McClammy:

      We have reviewed your filing and have the following comment.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
future
filings in response to this comment.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-Q for the quarter ended December 30, 2005

Note 8. Acquisitions, page 11

PL International Limited, page 11

1. We note your response to prior comment 6.  We note that the
total
purchase price, including contingent payments of up to $23
million,
is $67.1 million, which appears to be material.  Further, we note
from your Form 8-K dated April 26, 2006 that the acquisition of PL
International contributed to the 6% increase in revenues from the
second quarter of fiscal year 2005 to the second quarter of fiscal
year 2006.  Please provide us the analysis you performed to reach
the
conclusion that the acquisition is not material.  Refer to the
guidance in SAB 99.



*    *    *    *



      As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comment and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and response to our comment.

      You may contact David Burton, Staff Accountant, at (202)
551-
3626 or me at (202) 551-3643 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Michele
Gohlke,
Branch Chief, at (202) 551-3327.

							Sincerely,


      Kevin L. Vaughn
					  		Reviewing Accountant

Mr. G. Edward McClammy
Varian, Inc.
May 2, 2006
Page 2