[CERTIFICATE OF VARIAN, INC. COMMON STOCK APPEARS HERE]

 
     A statement of the powers, designations, preferences and relative, 
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights as established, from time to time, by the Restated Certificate of
Incorporation of the Corporation and by any certificate of determination, the
number of shares constituting each class and series, and the designations
thereof may be obtained by the holder hereof upon request and without charge
from the Secretary of the Corporation at the principal office of the
Corporation.

     Until the Separation Time (as defined in a Rights Agreement referred to 
below), this certificate also evidences and entitles the holder hereof to 
certain Rights as set forth in a Rights Agreement, dated as of February 18, 1999
(as such may be amended from time to time, the "Rights Agreement"), between 
Varian, Inc. (the "Company") and First Chicago Trust Company of New York, as
Rights Agent, the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal executive offices of the Company.
Under certain circumstances, as set forth in the Rights Agreement, such Rights
may be redeemed, may be exchanged for shares of Common Stock or other securities
or assets of the Company or a Subsidiary of the Company, may expire, may become
void (if they are "Beneficially Owned" by an "Acquiring Person" or an Affiliate
or Associate thereof, as such terms are defined in the Rights Agreement, or by
any transferee of any of the foregoing) or may be evidenced by separate
certificates and may no longer be evidenced by this certificate. The Company
will mail or arrange for the mailing of a copy of the Rights Agreement to the
holder of this certificate without charge within five days after the receipt of
a written request therefor.

     The following abbreviations, when used in the inscription on the face of 
this certificate, shall be construed as though they were written out in full 
according to applicable laws or regulations;

 
                                                     
     TEN COM -- as tenants in common                   UNIF GIFT MIN ACT -- ..................... Custodian .....................
     TEN ENT -- as tenants by the entireties                                      (Cust)                          (Minor)
     JT TEN  -- as joint tenants with right of                              under Uniform Gifts to Minors
                supervisorship and not as tenants                           Act .................................................
                in common                                                                           (State)
 

    Additional abbreviations may also be used though not in the above list.

     FOR VALUE RECEIVED, _______________________________________ hereby sell, 
assign and transfer unto

  PLEASE INSERT SOCIAL SECURITY OR OTHER
      IDENTIFYING NUMBER OF ASSIGNEE

________________________________________

________________________________________

________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

________________________________________________________________________________

_________________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby 
irrevocably constitute and appoint

______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated ____________________________

                                           _____________________________________
                                           THE SIGNATURE TO THIS ASSIGNMENT MUST
                                   NOTICE: CORRESPOND WITH THE NAME AS WRITTEN
                                           UPON THE FACE OF THE CERTIFICATE IN
                                           EVERY PARTICULAR, WITHOUT ALTERATION
                                           OR ENLARGEMENT OR ANY CHANGE
Signature(s) Guaranteed                    WHATEVER.

By ________________________________________________________
THE SIGNATURE MUST BE GUARANTEED BY A BROKERAGE FIRM OR A 
FINANCIAL INSTITUTION THAT IS A MEMBER OF A SECURITIES 
APPROVED MEDALLION PROGRAM, SUCH AS SECURITIES TRANSFER 
AGENTS MEDALLION PROGRAM (STAMP), STOCK EXCHANGES MEDALLION
PROGRAM (SEMP) OR NEW YORK STOCK EXCHANGE, INC. MEDALLION
SIGNATURE PROGRAM (MSP).