AMENDMENT NO. 1
DATED AS OF OCTOBER 15, 1996
TO CREDIT AGREEMENT
DATED AS OF JULY 19, 1996

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT ("Amendment") is
made as of this 15th day of October, 1996 by and among
Varlen corporation, (the "Borrower"), the financial
institutions parties thereto as lenders (the "Lenders"), The
First National Bank of Chicago, as Agent (the "Agent") under
that certain Credit Agreement dated as of July 19, 1996 by
and among the Borrower, the Lenders and the Agent (the
"Credit Agreement").  Capitalized terms used herein and not
otherwise defined herein shall have the meaning given to them
in the Credit Agreement.

WITNESSETH

WHEREAS, the Borrower, the Lenders and the Agent are parties
to the Credit Agreement; and

WHEREAS, the Borrower has requested certain amendments to
the Credit Agreement;

WHEREAS, the Borrower, the Lenders and the Agent have agreed
to amend the Credit Agreement on the terms and conditions
set forth herein.

NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other
good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Borrower, the Lenders
and the Agent have agreed to the following amendments to the
Credit Agreement.

1. Amendment to Credit Agreement. Effective as of October
15, 1996, and subject to the satisfaction of the conditions
precedent set forth in Section 2 below, the Credit Agreement
is hereby amended as follows:

1.1. Section 1.1 of the Credit Agreement is amended to
delete the defined terms "Aggregate Facility A Commitment"
and "Aggregate Facility B Commitment" therefrom in their
entirety and to substitute the following therefor:

"Aggregate Facility A commitment" means $110,000,000, as
such amount may be reduced from time to time pursuant to the
terms hereof.

"Aggregate Facility B Commitment" means $80,000,000, as such
amount may be reduced from time to time pursuant to the
terms hereof.

1.2. Section 2.1.1(d) is amended to delete the terms of
clause (i) thereof in their entirety and to substitute the
following therefor:

(i) The Facility A Loans shall be repaid in twenty-four (24)
consecutive installments, the first twenty-three (23) of
which shall be payable quarterly on the last day of each
calendar quarter commencing October 31, 1996 and continuing
thereafter to and including April 30, 2002 and the final
installment shall be payable on the Facility A Termination
Date, and the Facility A Loans shall be permanently reduced
by the amount of each installment on the date payment
thereof is required to be made hereunder.  The installments
shall be in the aggregate amounts set forth below:

<TABLE>
<CAPTION>
Installment date             Installment Amount
<S>                           <C>
October 31, 1996              $ 1,500,000
 
January 31, 1997              $ 1,500,000
April 30, 1997                $ 1,500,000
July 31, 1997                 $ 1,500,000
October 31, 1997              $ 2,000,000

January 31, 1998              $ 2,000,000
April 30, 1998                $ 2,000,000
July 31, 1998                 $ 2,000,000
October 31, 1998              $ 3,000,000

January 31, 1999              $ 3,000,000
April 30, 1999                $ 3,000,000
July 31, 1999                 $ 3,000,000
October 31, 1999              $ 5,000,000

January 31, 2000              $ 5,000,000
April 30, 2000                $ 5,000,000
July 31, 2000                 $ 5,000,000
October 31, 2000              $ 6,000,000

January 31, 2001              $ 6,000,000
April 30, 2001                $ 6,000,000
July 31, 2001                 $ 6,000,000
October 31, 2001              $ 7,000,000

January 31, 2002              $ 7,000,000
April 30, 2002                $ 7,000,000
Facility A Termination Date   $19,000,000

</TABLE>

Notwithstanding the foregoing, the final installment payable
on the Facility A Termination Date shall be in the amount of
the then outstanding principal balance of the Facility A
Loans.  No installment of any Facility A Loan shall be
reborrowed once repaid.

2. Conditions of Effectiveness.  This Amendment shall not
become effective unless (a) this Amendment shall have been
executed by the Borrower, the Agent and each of the Lenders
on or before October 25, 1996, (b) the Agent shall have
received an executed copy of the reaffirmation executed on
behalf of each of the Guarantors in the form attached hereto
as Exhibit A and (c) as of the effectiveness of this
Amendment there is not more than $110,000,000 outstanding as
Facility A Loans.

3. Representations and Warranties of the Borrower.  The
Borrower hereby represents and warrants as follows:

(a) This Amendment and the Credit Agreement as previously
executed and as amended hereby, constitute legal, valid and
binding obligations of the Borrower, enforceable against it
in accordance with their terms (except as enforceability may
be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditor's rights generally).

(b) Upon the effectiveness of this Amendment, the Borrower
hereby reaffirms all covenants, representations and
warranties made in the Credit Agreement and the other Loan
Documents to the extent the same are not amended hereby,
agrees that all such covenants, representations and
warranties shall be deemed to have been remade as of the
effective date of this Amendment.

(c) There exists no Default or Unmatured Default.

4. Reference to the Effect on the Credit Agreement;
Substitution of Notes.

(a) Upon the effectiveness of Section 1 hereof, on and after
the date hereof, each reference in the Credit Agreement to
"this Credit Agreement," "hereunder," "hereof," "herein" or
words of like import shall mean and be a reference to the
Credit Agreement as amended hereby.

(b) Except as specifically amended above, the Credit
Agreement and all other documents, instruments and
agreements executed and/or delivered in connection
therewith, shall remain in full force and effect, and are
hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power of remedy of the
Agent or the Lenders nor constitute a waiver of any
provision of the Credit Agreement or any other documents,
instruments and agreements executed and/or delivered in
connection therewith.

(d) Upon the effectiveness of Section 1 hereof, the Agent
and the Borrowing Entities shall make appropriate
arrangements so that replacement Notes are issued to reflect
the revised Facility A and Facility B amounts are issued
(against receipt of previously issued Notes for
cancellation), in each case reflecting the revised amount
set forth on Schedule 1 as amended.  Upon the issuance of
such substitute Notes, each reference in the Credit
Agreement and the other Loan Documents to "the Notes," "the
Borrower Notes," "the Borrowing Subsidiary Notes" shall mean
and be a reference to the substitute Notes issued pursuant
to this Amendment.

5. Governing Law.  THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF
CONFLICTS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO
FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

6. Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other
purpose.

7. Counterparts.  This Amendment may be executed in any
number of counterparts, all of which taken together shall
constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.
This Agreement shall be effective when it has been executed
by the Borrower, the Agent and each of the Lenders and each
such party has notified the Agent by facsimile or telephone
that it has taken such action.

          IN WITNESS WHEREOF, this Amendment has been duly
executed as of the day and year first above written.


VARLEN CORPORATION,
as the Borrower

By:_________________________________

Print Name:__________________________

Title:_______________________________


THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Agent

By:_________________________________

Print Name:___________________________

Title:________________________________


HARRIS TRUST AND SAVINGS BANK

By:_________________________________

Print Name:__________________________

Title:_______________________________


NATIONSBANK, N.A.

By:________________________________

Print Name:_________________________

Title:_______________________________


ABN AMRO BANK N.V., Chicago Branch

By:_________________________________

Print Name:____________________________

Title:_________________________________


By:___________________________________

Print Name:____________________________

Title:__________________________________