SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549
                                
                                
                            FORM 10-Q
                                
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 1998
                               OR
                                
[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE  SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to
                                
Commission file number  0-5374


VARLEN CORPORATION
(exact name of registrant as specified in its charter)


DELAWARE                             13-2651100
(State or other jurisdiction        (I.R.S. Employer
of incorporation or organization)    Identification No.)

55 Shuman Boulevard, P.O. Box 3089
Naperville, Illinois                       60566-7089
(Address of principal executive offices)    (Zip Code)

Registrant's telephone number including area code (630)420-0400

Indicate by check whether the registrant (1) has filed all
reports required to be filed by Section 13 or
15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

     Yes   X           No

At December 1, 1998, approximately 16,987,410 shares, par value
$.10 per share, of common stock of the Registrant were
outstanding.

<PAGE>

PART I.  FINANCIAL STATEMENTS
VARLEN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(Thousands of Dollars)

<TABLE>
<CAPTION>
                                             October 31,         January 31,
                                               1998                1998
<S>                                            <C>                 <C> 
Assets

Cash and cash equivalents                     22,241               6,206

Accounts receivable, less
allowance for doubtful                        87,667              70,972
accounts of $1,422 and $1,808

Inventories:
Raw materials                                 20,907              22,343
Work in process                               21,447              19,094
Finished goods                                15,607              17,360
                                              57,961              58,797

Deferred and refundable income taxes           7,156               7,268
Other current assets                           8,705               6,924
Total current assets                         183,730             150,167

Property, plant, and equipment               242,552             216,532
Less: accumulated depreciation               106,000              92,352
                                             136,552             124,180

Goodwill and other intangible assets, net    140,335             140,675
Investments and other assets                   3,158               4,079
                                             463,775             419,101

Liabilities and Stockholders' Equity

Current maturities of long-term debt             180                 195
Accounts payable                              45,892              33,026
Accrued expenses                              42,939              38,763
Income taxes payable                           6,392               4,159
  Total current liabilities                   95,403              76,143

Long-term debt                               100,714             104,715

Deferred income taxes                         14,256              14,679
Other liabilities                             24,416              24,772

Common stock (note 6)                          1,694               1,332
Other stockholders' equity (note 6)          227,292             197,460
                                             463,775             419,101

<FN>
See Notes to Condensed Consolidated Financial Statements
</TABLE>

<PAGE>

VARLEN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(Unaudited)
(In Thousands, Except Per Share Amounts)

                              Three Months Ended       Nine Months Ended

                          October 31,  November 1,  October 31,  November 1,
                            1998         1997         1998          1997
<TABLE>
<CAPTION>
<S>                        <C>          <C>          <C>          <C>
Net sales                 164,554       135,830       481,568      385,276

Cost of sales             121,713       101,948       355,719      291,592

Gross profit               42,841        33,882       125,849       93,684

Selling, general and
administrative expenses    22,517        19,153        65,995       53,966

Interest expense, net       1,592         1,191         4,887        7,356

Earnings before income
taxes                      18,732        13,538        54,967       32,362

Income taxes                7,889         5,863        23,361       14,240

Net earnings               10,843         7,675        31,606       18,122

Earnings per share
(notes 6 and 7):

Basic                        0.64          0.51          1.88         1.48

Diluted                      0.63          0.41          1.82         1.11

Weighted average number
of shares outstanding
 - basic (notes 6 and 7)    16,933       14,970        16,819       12,214

Weighted average number
of shares outstanding
 - diluted (notes 6 and 7)  17,325       17,306        17,324       17,153

Dividends per common share
(note 6)                      0.05         0.05          0.14         0.14

<FN>

See Notes to Condensed Consolidated Financial Statements

</TABLE>

<PAGE>

VARLEN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Thousands of Dollars)

<TABLE>
<CAPTION>
                                               Nine Months Ended
                                          October 31,      November 1,
                                             1998             1997
<S>                                       <C>              <C>
Increase (Decrease in Cash)

Cash flows from operating activities:
Net earnings                                31,606            18,122
Adjustments to reconcile net
earnings to net cash provided
by operating activities:
Depreciation                                14,759            14,312
Amortization                                 4,151             5,344
Deferred income taxes                          508               309
Change in assets and liabilities
net of effects from purchased
and sold businesses:
Accounts receivable, net                   (16,002)          (11,446)
Inventories                                  1,601            (1,653)
Refundable income taxes                        170             2,497
Other current assets                        (1,722)           (2,412)
Accounts payable                            11,431             8,663
Accrued expenses                            (1,241)           (2,424)
Income taxes payable                         2,194             2,204
Other noncurrent assets                      1,184            (3,114)
Other noncurrent liabilities                  (409)            2,194

Total adjustments                            16,624           14,474

Net cash provided by operating
activities                                   48,230           32,596

Cash flows from investing
activities:
Fixed asset expenditures                    (26,783)         (14,398)
Cost of purchased business,
net of cash acquired                            ---           (5,844)
Purchases of long-term
investments                                  (1,425)             ---
Disposals and other changes
in property, plant and equipment                382            1,252

Net cash used in investing
activities                                  (27,826)         (18,990)

Cash flows from financing
activities:
Proceeds from debt                            1,026               64
Payments of debt                             (4,105)         (10,895)
Issuance of common stock
under option plans                              724              792
Cash received on stock
subscriptions                                   182              238
Cash dividends paid                          (2,433)          (1,841)

Net cash used in financing
activities                                   (4,606)         (11,642)

Effect of exchange rate
changes on cash                                 237             (151)

Net increase in cash and
cash equivalents                              16,035           1,813

Cash and cash equivalents at
beginning of year                              6,206           3,133

Cash and cash equivalents at
end of period                                 22,241           4,946

<FN>
See Notes to Condensed Consolidated Financial Statements

</TABLE>

<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENT (UNAUDITED)
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

1.   The unaudited condensed consolidated financial statements of
     Varlen Corporation (the "Company") included herein have been
     prepared in accordance with the rules and regulations of the
     Securities and Exchange Commission.  In the opinion of the
     Company, all adjustments which are considered necessary for
     a fair presentation of the results for the interim periods
     presented and the balance sheet at October 31, 1998 have
     been made. These financial statements, which are condensed
     and do not include all disclosures included in annual
     financial statements, should be read in conjunction with the
     consolidated financial statements and notes thereto
     incorporated into the Company's latest Annual Report on Form
     10-K.

2.   Debenture Conversion:

     In September 1997, the Company completed the call of its
     6.5% Convertible Subordinated Debentures Due 2003.
     Substantially all of the debentures were voluntarily
     converted into approximately 5,728,000 shares (after
     restatement for the 1998 5 for 4 stock split) of Common
     Stock of the Company including conversions occurring just
     prior to the call for redemption.

3.   Supplemental Cash Flow Information
     (in thousands):

<TABLE>
<CAPTION>
                                    Nine Months Ended

                                October 31,    November 1,
                                  1998            1997
<S>                             <C>            <C> 
Cash paid during the
year-to-date period for:

Interest                         4,675            8,075

Income taxes (net)              21,481            8,929

</TABLE>

4.   Business Segment Information
     (in thousands):

<TABLE>
<CAPTION>
                                Quarter Ended          Nine Months Ended
                          October 31,  November 1,  October 31,  November 1,
                           1998          1997         1998         1997
<S>                       <C>          <C>           <C>         <C>
Net Sales:

Transportation products    155,720      126,982       453,049     359,347
Petroleum analyzers          8,834        8,848        28,519      25,929

                           164,554      135,830       481,568     385,276
Operating profits (1):

Transportation products     22,346       15,984        64,821      42,437
Petroleum analyzers            420          896         2,582       3,156

                            22,766       16,880        67,403      45,593

     (1)Before interest and general corporate expenses.

</TABLE>

5.   Acquisitions:

     In October 1997, the Company purchased the railroad
     divisions of Ringfeder GmbH located in Germany and Hanacke
     Zelzarny a Perovny, a.s. located in the Czech Republic.
     These entities are suppliers of the Company's German railcar
     cushioning device maker Karl Georg Bahntechnik GmbH which
     was purchased effective in December 1996.  In November 1997,
     the Company purchased the Petrospec product line of portable
     laboratory and process petroleum analyzers from Boston
     Advanced Technologies, Inc., for which it had been the
     exclusive worldwide distributor of these products.  These
     acquisitions were financed with cash on hand and through the
     Company's existing credit facility.

     The acquisitions have been accounted for by the purchase
     method of accounting with the excess of the purchase price
     over the fair value of net assets acquired amortized over a
     period of 15 to 40 years.  The operating results of the
     businesses acquired have been included in the accompanying
     condensed consolidated results of operations from the
     respective dates of acquisition.

6.   Stockholders' Equity:

     On September 28, 1998, the Company's Board of Directors
     declared a five-for-four stock split in the form of a stock
     dividend payable on November 17, 1998, to stockholders of
     record on October 30, 1998.  The dividend resulted in the
     issuance of approximately 3.4 million new shares of Common
     Stock.  On September 29, 1997, the Company's Board of
     Directors declared a three-for-two stock split in the form
     of a stock dividend payable on November 18, 1997, to
     stockholders of record on October 31, 1997.  The dividend
     resulted in the issuance of approximately 5.5 million new
     shares (after restatement for the 1998 five-for-four stock
     split) of Common Stock.  All share and per share amounts
     reflect these stock dividends and the new presentation of
     earnings per share.

     At the beginning of fiscal 1998, the Company adopted the
     Financial Accounting Standards Board Standard No. 130,
     "Reporting Comprehensive Income."  This Standard expands
     current disclosures and had no impact on the Company's
     reported financial position, results of operations or cash
     flows.  Comprehensive income for the second quarter and year-
     to-date periods presented is comprised of net earnings
     adjusted for unrealized currency translation gains and
     losses.  Comprehensive income for the three months ended
     October 31, 1998 and November 1, 1997 was $13,059 and
     $8,209, respectively, and for the nine months ended October
     31, 1998 and November 1, 1997 was $34,124 and $16,169,
     respectively.

7. Computation of Earnings Per Share

<TABLE>
<CAPTION>
                           Three Months Ended       Nine Months Ended
                      October 31,   November 1,  October 31,   November 1,
                       1998          1997          1998          1997
<S>                   <C>           <C>          <C>            <C>

Net earnings - basic      10,843       7,675       31,606        18,122
(Increase)/decrease
in interest expense,
net of income taxes,
for the assumed
conversion of the
convertible debentures       ---        (471)         ---           900

Adjusted net earnings
 - diluted                10,843       7,204       31,606        19,022

Average shares
outstanding - basic       16,933      14,970       16,819        12,214

Diluted effect of
stock options                392         699          505           683

Convertible debentures       ---       1,637          ---         4,256

Average shares
outstanding - diluted     17,325      17,306       17,324        17,153

Basic earnings per share    0.64        0.51         1.88          1.48

Diluted earnings per share  0.63        0.41         1.82          1.11

</TABLE>

8.   New Accounting Standard:

     In June 1998, the Financial Accounting Standards Board
     issued Statement of Financial Accounting Standards ("SFAS")
     No. 133, "Accounting for Derivative Instruments and Hedging
     Activities," which revises standards on accounting for
     derivative instruments and hedging transactions.  This
     standard is effective beginning in the Company's 2000 fiscal
     year.  This statement may not be retroactively applied to
     prior financial statements.  The impact of the adoption of
     SFAS No. 133 has not been fully determined.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE NINE MONTH PERIOD
ENDED OCTOBER 31, 1998


Overview

The Company designs, manufactures, and markets
transportation products  (Transportation Products segment) and
petroleum analysis equipment (Petroleum Analyzer segment).  The
demand for the Company's products is affected by domestic as well
as international economic conditions.  The Company's
manufacturing operations have a significant fixed cost component.
Accordingly, during periods of changing product demand the
profitability of many of the Company's operations may change
proportionately more than revenues of such operations.

Results of Operations

The Company's sales in the nine months ended October 31,
1998, were $481.6 million or 25.0% more than the $385.3 million
achieved in the first nine months of 1997.  For the third quarter
of 1998, sales were $164.6 million, up 21.1% from sales of $135.8
million in the comparable 1997 period.  Sales increased in the
Transportation Products segment in both quarter and year-to-date
periods, and sales in the Petroleum Analyzer segment increased in
the year-to-date period although were even with the prior year
for the third quarter period.

Net earnings for the first nine months of 1998 increased
74.4% to $31.6 million compared to $18.1 million in 1997's first
three quarters.  Diluted earnings per share for the first nine
months in 1998 were $1.82, which compared to $1.11 per diluted
share in the comparable 1997 period.  During the third quarter
ended October 31, 1998, net earnings increased to $10.8 million
from $7.7 million in the same 1997 quarter.  Diluted earnings per
share were $.63 for the third quarter of 1998 compared to $.41
per share on a diluted basis in the equivalent 1997 period. On
November 17, 1998, a five-for-four stock split in the form of a
stock dividend was paid to shareholders of record as of October
30, 1998.  All per share amounts have been restated to reflect
this transaction.  In the quarter and nine-month period ended
October 31, 1998, operating profit increased in the
Transportation Products segment and declined in the Petroleum
Analyzer  segment.

On a business segment basis, revenues in the Transportation
Products segment for the quarter and nine months ended October
31, 1998, were $155.7 million and $453.0 million, respectively,
as compared to $127.0 million and $359.3 million in the
comparable prior year periods.  During the 1998 year-to-date
period, sales increased in all three transportation end market
operations.  Operating profit in the first nine months of 1998
was $64.8 million (14.3% of segment sales), up 52.7% from $42.4
million (11.8% of segment sales) in the prior year period.  In
the 1998 third quarter, operating profit increased 39.8% to $22.3
million (14.4% of segment sales) compared to $16.0 million (12.6%
of segment sales) in the comparable 1997 quarter.  Operating
profit increased by a greater percentage than did sales in both
1998 periods at all three transportation end market operations.

Sales to the heavy-duty truck and trailer industry were
higher in the 1998 periods than in the prior year reflecting
higher industry production, new products, and increased content
per truck at several customers.  The Company's increase in sales
continued to be greater than the industry's due to sales to
existing customers for new products and sales to new customers
for existing products.  Sales to the automotive industry
increased in the 1998 periods as a result of higher sales volumes
of certain products, including the Means one-way clutch for which
production began in July 1997.  Sales of railroad products were
positively affected in both 1998 periods by high levels of
industry production, which stimulated sales of freightcar and
locomotive components.  In addition, acquisitions made in late
1997 had a positive impact on railroad products revenues.  In all
core transportation end markets, profits were up more than sales
due to cost reductions as well as higher plant throughput.

Sales in the Petroleum Analyzer segment for the quarter and
nine months ended October 31, 1998, were $8.8 million and $28.5
million, respectively, compared to $8.8 million and $25.9 million
in the 1997 periods.  Revenues in this business in the third
quarter of 1998 did not increase as low oil prices and reduced
demand in Asia resulted in customers deferring capital spending.
Operating profit for the Petroleum Analyzer segment for the first
nine months of 1998 decreased to $2.6 million (9.1% of segment
sales) compared to $3.2 million (12.2% of segment sales) in the
prior year's period.  For the 1998 third quarter, operating
profit decreased to $.4 million (4.8% of segment sales) compared
to $.9 million (10.1% of segment sales) in the prior year's
quarter.  Despite a softening of revenues in the third quarter of
1998, the Company continued to invest in new product development
and its distribution network resulting in the decline in earnings
in both 1998 periods compared to the prior-year equivalent
periods.

Consolidated gross margin in the first nine months increased
to 26.1% in 1998 from 24.3% in 1997, and during the third quarter
consolidated gross margin increased from 24.9% in 1997 to 26.0%
in 1998.  The gross margin percentage increased in both segments
in the current nine-month period, but in the third quarter of
1998 it increased at the Transportation Products segment while
declining in the Petroleum Analyzer segment.  Gross margin in the
Transportation Products segment continued to reflect the effects
of higher sales and resultant plant throughput efficiencies.

Selling, general, and administrative expenses of $66.0
million or 13.7% of sales in the first nine months of 1998
compared to $54.0 million or 14.0% of sales in the comparable
1997 period.  During the third quarter of 1998, selling, general,
and administrative expenses were $22.5 million or 13.7% of sales
compared to $19.2 million or 14.1% of sales in the prior year's
comparable period.  As a percentage of sales, selling, general,
and administrative expenses in the Transportation Products
segment were lower in both 1998 periods compared to 1997,
demonstrating leverage obtained from the large sales increase.
At the Petroleum Analyzer segment, higher distribution and
product development costs resulted in increased expenditures in
both 1998 periods in dollars and as a percent of sales.

Net interest expense for the quarter and nine months ended
October 31, 1998, was $1.6 million and $4.9 million,
respectively, compared to $1.2 million and $7.4 million for the
prior year's comparable periods.  During the third quarter of
1997, the Company converted substantially all of its 6 1/2%
convertible subordinated debentures into equity.  As a result,
previously accrued interest of $.8 million was reversed at the
date of conversion and no further convertible subordinated debt
interest accrued.  On a year-to-date basis, net interest expense
decreased reflecting lower levels of debt in 1998 as a result of
the 1997 conversion and scheduled term loan payments.

Income taxes were provided at an effective rate during the
third quarter and first nine months of 1998 of 42.1% and 42.5%
compared to 43.3% and 44.0%, respectively, in both the comparable
1997 periods.  The higher than statutory federal rate reflects
non-deductible goodwill amortization and state income taxes.

Capital Resources and Liquidity

During the third quarter and nine-month period ended October
31, 1998, the Company generated $12.7 and $48.2 million,
respectively, of cash from operating activities.  As of October
31, 1998, the Company's working capital was $88.3 million, total
assets were $463.8 million, total debt excluding current portion
was $100.7 million and stockholders' equity was $229.0 million.

Investing activities during the third quarter and nine-month
period ended October 31, 1998, included capital expenditures of
$9.6 million and $26.8 million, respectively.  These capital
expenditures were primarily for machinery and equipment to
support new products and to improve operating efficiency.  To
support its investing activities, the Company has a term loan and
revolving credit agreement, which was entered into in 1996 and
expires on July 19, 2002.  The term loan portion of this facility
($96 million) was used to finance a large acquisition in 1996.
The $80.0 million revolving credit facility will be used by the
Company as the principal source of acquisition funding.  The
Company believes that internally generated funds will be
sufficient to satisfy its anticipated working capital needs,
capital expenditures, and scheduled debt repayments.  As of
October 31, 1998, the Company had approximately $14.2 million of
non-cancelable commitments for the acquisition of capital
equipment.

Year 2000

General:   The Year 2000 problem concerns the inability of
information systems or embedded computer chips to properly
recognize and process date-sensitive information beyond January
1, 2000.  The Company's top management recognizes the importance
of the Year 2000 issue and has given it a high priority.  Since
the Company operates its businesses in a decentralized manner,
each business unit has been required to develop a Year 2000 plan
to become fully compliant.  The Company's approach to conduct its
Year 2000 project includes the key steps of planning, assessment,
remediation, implementation, testing, and contingency planning.
In addition, the Company has utilized its internal audit
resources to monitor the progress of the Year 2000 project.
Overall, the Company believes that the project is proceeding on
schedule and that all appropriate actions have or will be taken
to maintain business continuity.

     Readiness:  The Company's Year 2000 project has focused on
eight risk areas as noted in the table below:

<TABLE>
<CAPTION>
 
     Risk Areas                Technologies / Systems
<S>                            <C>
Business Computer             Financial, human resource, purchasing,
Systems                       engineering, manufacturing, sales and
                              marketing systems

Manufacturing,                Manufacturing execution systems, shop
Warehousing, Servicing        floor controls (PLC's, CNC/NC, robots,
Equipment                     assembly line systems, cell controllers)

Technical                     Workstations, mainframes, servers,
Infrastructure                operating systems, voice, data, video
                              (local & long distance, WAN's, LAN's)

End-User Computing            Personal computers

Customers, Agents,            Systems which interface to other
Suppliers, Service            customers including the after-market
Providers                     buyers and other OEM's; EDI interfaces

Environmental                 Fire, security, electrical power control,
Operations                    emission and waste controls, automatic
                              lighting

Dedicated R&D Test            CAD/CAE/CAM systems, third party
Facilities                    analytical systems for engineering;
                              research and development technologies,
                              product testing

The Organization's            Computer hardware and software utilized
Products                      in the organization's products

</TABLE>

Within these risk areas, the Company's business units are
currently at varying stages of readiness and are primarily
working through the remediation, implementation and testing
stages.  Business systems are being updated through a combination
of approaches including modification, version upgrading, and
replacement.  Other equipment with embedded chips or processors
is being evaluated with the assistance of the equipment
manufacturers.  Those systems and processes considered most
critical to maintaining business continuity are being given
priority.  The Company believes that its Year 2000 project is
currently about 70% complete with each business unit at 50% or
greater.  The business units will be completing their respective
projects at various dates with the latest slated for September
1999.

Another component of the Year 2000 project is the readiness
of key third parties that conduct business with the Company.
Efforts have been taken to reasonably assess their readiness
through questionnaires, interviews and other means.  The Company
believes that it has completed 80% of this third party assessment
and evaluation process.

Costs:  It is currently estimated that the total cost of the
Company's Year 2000 compliance project will approximate
$1,900,000 (cumulative over several years) and will be funded
with cash flows from operations.   Of this amount, the Company
expects to spend approximately $1,160,000 from 10/31/98 through
the end of the project.  Both of these cost amounts include
certain hardware and software costs associated with the
replacement of systems that will be capitalized.  In total, these
costs are not expected to be substantially different from the
normal costs typically incurred for system development,
enhancement and implementation.  While some external assistance
has been utilized throughout this project, the work has primarily
been performed using internal resources.

Risk Assessment / Contingency Planning:  At this time, the
Company believes its most reasonably likely worst case scenario
would include (i) a key material vendor or service provider could
experience problems with delivery of materials, components, or
services; and (ii) the failure of infrastructure services
provided by government agencies and other third parties (e.g.
electricity, phone, transportation, Internet services, etc.).
As noted above, the Company is evaluating the Year 2000
compliance status of its key third party vendors to identify
potential risks for contingency planning purposes.  As of this
date, the Company's contingency planning has been limited since
the focus has been on the assessment, remediation,
implementation, and testing phases.  The Company anticipates that
appropriate contingency plans will be prepared throughout 1999 as
determined to be necessary.


The estimates and conclusions of this Year 2000 discussion
contain forward-looking statements and are based on management's
best estimates of future events.  Risks to completing the project
include the ability to discover and correct Year 2000 problems,
the continued availability of certain internal and external
resources, and the ability of suppliers and customers to bring
their systems into compliance.  These and other unforeseen
factors could have a material adverse effect on results of
operations or the Company's financial condition.

Other Matters

At the beginning of fiscal 1998, the Company adopted the
Financial Accounting Standards Board Standard No. 130, "Reporting
Comprehensive Income."  This Standard expands current disclosures
and had no impact on the Company's reported financial position,
results of operations, or cash flows.

In June 1998, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards (SFAS) No.
133, "Accounting for Derivative Instruments and Hedging
Activities," which revises standards on accounting for derivative
instruments and hedging transactions.  This standard is effective
beginning in the Company's 2000 fiscal year.  The impact of the
adoption of SFAS No. 133 has not been fully determined.

<PAGE>

PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

  (a)  Exhibits.

Exhibit 3(ii) By-Laws of Varlen Corporation as amended
              through November 20, 1998.

Exhibit 4(a)  Amendment No. 1 of Rights Agreement.

Exhibit 10(c) Varlen Corporation 1989 Incentive
              Stock Option Plan as amended through November 20, 1998.

Exhibit 10(i) Varlen Corporation 1993 Incentive
              Stock Option Plan as amended through November 20, 1998.

Exhibit 10(r) Varlen Corporation 1998 Long-Term
              Equity Incentive Plan as amended through November 20, 1998.

Exhibit 27    Financial Data Schedule.

(b)  Reports on form 8-K.

None.

<PAGE>

Safe Harbor Provision

This Quarterly Report contains outlook and other forward-looking
statements which are not historical facts.  These forward-looking
statements are based upon certain assumptions about a number of
important factors.  While the Company believes that its
assumptions are reasonable, it cautions that there are inherent
difficulties in predicting these factors, that they are subject
to change at any time and that any such change could cause actual
events and the Company's actual results to differ materially from
those predicted or projected in its forward-looking statements.
Among the factors that could cause actual results to differ
materially are: the growth and size of the markets in which the
Company operates; the demand for the products of the Company and
those that incorporate Company products and other market
acceptance risks; the presence in the Company's market of
competitors with greater financial resources, and the impact of
competitive products and pricing; actual product purchases under
existing purchase agreements and the loss of any significant
customers; general market conditions; the ability of the Company
to develop new products; capacity and supply constraints or
difficulties; the ability of the Company to maintain and improve
the productivity and efficiency of operation and reduce costs;
availability of resources; the results of the Company's financing
efforts; the effect of the Company's accounting policies; and the
effects of general economic, trade, legal, social and economic
conditions.  In addition, from time to time the Company may
engage in certain extraordinary transactions, such as a
significant acquisition, which could also cause actual events and
the Company's actual results to differ materially from those
predicted or projected in its forward-looking statements.  Other
risk factors may be detailed from time to time in the Company's
Securities and Exchange Commission filings.  The Company assumes
no obligation to update its forward-looking statements or advise
of changes in the assumptions and factors on which they are
based.

<PAGE>

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 thereunto duly authorized.



                                        Varlen Corporation
                                        (Registrant)



December 8, 1998                    By: /s/ Richard A. Nunemaker
                                        Richard A. Nunemaker
                                        Vice President, Finance and
                                        Chief Financial Officer
                                        (Principal Financial Officer
                                        and Principal Accounting Officer)

<PAGE>

EXHIBIT INDEX

Exhibit No.                                             Page No.

3(ii)  By-Laws of Varlen Corporation as amended
       through November 20, 1998.                          17
  
4(a)   Amendment No. 1 of Rights Agreement.                40
  
10(c)  Varlen Corporation 1989 Incentive Stock Option
       Plan as amended through November 20, 1998.          43
  
10(i)  Varlen Corporation 1993 Incentive Stock Option
       Plan as amended through November 20, 1998.          55
  
10(r)  Varlen Corporation 1998 Long-Term Equity
       Incentive Plan as amended through
       November 20, 1998.                                  63
  
27     Financial Data Schedule.                            79