Exhibit 10.19
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                               FIRST AMENDMENT TO
                                  VARIAN, INC.
                               OMNIBUS STOCK PLAN


          VARIAN, INC. (the "Company"), having established the Varian, Inc.
Omnibus Stock Plan (the "Plan"), hereby amends the Plan as follows:

          1. Effective as of November 2, 2001, Section 4.1 of the Plan is
amended and restated to read in its entirety as follows:

          4.1 Number of Shares. Subject to adjustment as provided in Section
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     4.3, the total number of Shares available for grant under the Plan shall
     not exceed 5,200,000, plus such number of Shares as are granted pursuant to
     substitute Options under Sections 5.3.3 and 9.3 in connection with the
     distribution of Shares to the stockholders of VAI. Shares granted under the
     Plan may be either authorized but unissued Shares or treasury Shares.

          2. Effective as of November 2, 2001, Section 4.3 of the Plan is
amended and restated to read in its entirety as follows:

          4.3 Adjustments in Awards and Authorized Shares. In the event of any
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     merger, reorganization, consolidation, recapitalization, separation,
     liquidation, stock dividend, split-up, Share combination, or other change
     in the corporate structure of the Company affecting the Shares, the
     Committee shall adjust the number and class of Shares which may be
     delivered under the Plan, the number, class, and price of Shares subject to
     outstanding Awards, and the numerical limits of Sections 5.1, 6.1, 7.1 and
     8.1 in such manner as the Committee (in its sole discretion) shall
     determine to be appropriate to prevent the dilution or diminution of such
     Awards. In the case of Options granted to Non-employee Directors pursuant
     to Section 9, the foregoing adjustments shall be made by the Board, and any
     such adjustments also shall apply to the future grants provided by Section
     9. Notwithstanding the preceding, the number of Shares subject to any Award
     always shall be a whole number.

          3. Effective as of November 2, 2001, Section 7.1 of the Plan is
amended and restated to read in its entirety as follows:

          7.1 Grant of Restricted Stock. Subject to the terms and provisions of
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     the Plan, the Committee, at any time and from time to time, may grant
     Shares of Restricted Stock to Employees and Consultants in such amounts as
     the Committee, in its sole discretion, shall determine. The Committee, in
     its sole discretion, shall determine the number of Shares to be granted to
     each Participant, provided that pursuant to the Plan no more than 100,000
     Shares in the aggregate may be (a) granted as Restricted Stock, and (b)
     issued pursuant to Performance Units and Performance Shares.



          4. Effective as of November 2, 2001, Section 8.1 of the Plan is
amended and restated to read in its entirety as follows:

          8.1 Grant of Performance Units and Shares. Performance Units and
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     Performance Shares may be granted to Employees and Consultants at any time
     and from time to time, as shall be determined by the Committee, in its sole
     discretion. The Committee shall have complete discretion in determining the
     number of Performance Units and Performance Shares granted to any
     Participant, provided that pursuant to the Plan no more than 100,000 Shares
     in the aggregate may be (a) issued pursuant to Performance Units and
     Performance Shares, and (b) granted as Restricted Stock.

          IN WITNESS WHEREOF, Varian, Inc., by its duly authorized officer, has
executed this Amendment on the date indicated below.

                                  VARIAN, INC.



Dated:  November 2, 2001          By    /s/ A. W. Homan
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                                    Name:   A. W. Homan
                                    Title:  Secretary

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