EXHIBIT 24.1

                         CONSENT AND POWER OF ATTORNEY



KNOW BY ALL PERSONS BY THESE PRESENTS:

Each of the undersigned directors of Varian, Inc., a Delaware corporation (the
"Company"), hereby constitutes and appoints Allen J. Lauer and Arthur W. Homan
and each of them, his or her true and lawful attorneys-in-fact, with full power
of substitution, for him or her and in his or her name, place and stead, in his
or her capacity as a director, to execute a Registration Statement or
Registration Statements on Form S-8  under the Securities Act of 1933, as
amended, relating to 4,200,000 shares of Common Stock and up to 5,800,000
additional shares of Common Stock that are subject to substitute stock options
(collectively, the "Shares") that are issuable under the Varian, Inc. Omnibus
Stock Plan (the "Plan") and any and all amendments (including post-effective
amendments) to such Registration Statements, and to file such Registration
Statements and any and all amendments thereto, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto such attorneys-in-fact full power and authority to do and perform
each and every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes, as he or she might or could do
in person, and ratify and confirm all that such attorneys-in-fact or their
substitutes may lawfully do or cause to be done by virtue hereof, and hereby
consents to such registration of the Shares and the issuance thereof pursuant to
the terms of the Plan.

IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of March, 1999.


/s/ Allen J. Lauer                      /s/ John G. McDonald
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       Allen J. Lauer                        John G. McDonald

/s/ Wayne R. Moon                       /s/ D.E. Mundell
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       Wayne R. Moon                         D.E. Mundell

/s/ Elizabeth E. Tallett
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       Elizabeth E. Tallett