UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

~~April~~May 2312, 2010

VARIAN, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-25393

77-0501995

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3120 Hansen Way

Palo Alto, California 94304-1030

(Address of principal executive offices, including zip code)

(650) 213-8000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events.

On ~~April~~ May 2312, 2010, ~~Varian~~the European Commission confirmed that the conditions set out in its clearance decision of January 20, ~~Inc.~~2010 (for the ~~“Company”)~~proposed ~~provided~~acquisition ~~written~~of ~~notice~~Varian, toInc. by Agilent Technologies, Inc. (the “~~Agilent~~Merger”) ofto ~~its~~proceed ~~election~~have ~~under~~now ~~the~~been ~~Agreement~~met. ~~and~~The closing ~~Plan~~ of the Merger byremains ~~and~~subject ~~among~~to ~~Agilent,~~regulatory ~~Cobalt~~approval ~~Acquisition~~by ~~Corp.~~the ~~and~~United ~~the Company~~States ~~dated~~Federal ~~July 26,~~Trade ~~2009~~Commission (~~the~~ “~~Merger Agreement~~FTC”) toand ~~extend~~ the ~~“End~~satisfaction ~~Date”~~or ~~(as~~waiver ~~defined~~of incertain ~~Section 9.1(b)(i)~~other ofcustomary ~~the~~closing ~~Merger~~conditions ~~Agreement)~~and byis ~~another~~expected ~~ninety~~to ~~(90) days~~occur topromptly ~~July 25,~~after ~~2010~~the receipt of FTC approval.

~~The~~This ~~transaction~~Current ~~contemplated~~Report byon Form 8-K contains forward-looking statements within the ~~Merger~~meaning ~~Agreement~~of ~~remains~~Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and is subject to ~~regulatory~~the ~~approvals~~safe ~~and~~harbors created therein. The forward-looking statements relate to the ~~satisfaction~~timing orof ~~waiver~~the closing of ~~other~~the Merger. These forward-looking statements ~~customary~~involve ~~closing~~risks ~~conditions~~and uncertainties that could cause actual results to differ materially. Varian assumes no obligation to update any forward-looking statement contained in this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VARIAN, INC. By: /sS/ A. W. ~~Homan~~HOMAN Name: A. W. Homan Title: Secretary

Date: ~~April~~May 2312, 2010

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