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      November 1, 1997
                               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 5, 1997, approximately 13,306,000 shares, par value
$.10 per share, of common stock of the Registrant were
outstanding.

PART I.  FINANCIAL STATEMENTS

VARLEN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(Thousands of Dollars)
<TABLE>
<CAPTION>
                                  November 1,      January 31,
                                    1997             1997
Assets
<S>                                <C>              <C>
Cash and cash equivalents            4,946            3,133
Accounts receivable, less           72,477           62,088
allowance for doubtful
accounts of $1,688 and $1,455
Inventories:
Raw materials                       17,690           23,795
Work in process                     19,111           17,285
Finished goods                      17,091           12,551
                                    53,892           53,631
Deferred and refundable 
income taxes                         5,457            8,244
Other current assets                 7,647            5,357
Total current assets               144,419          132,453
Property, plant, and equipment     210,807          200,439
Less: accumulated depreciation      88,126           75,859
                                   122,681          124,580
Goodwill and other intangible
assets, net                        131,931          133,419
Investments and other assets         9,760            3,426
                                   408,791          393,878
Liabilities and Stockholders' Equity
Current maturities of 
long-term debt                         137            2,273
Accounts payable                    34,208           26,623
Accrued expenses                    31,321           32,366
Income taxes payable                 4,013            1,730
Total current liabilities           69,679           62,992
Long-term debt (note 2):
Convertible subordinated
debentures                               0           69,000
Other long-term debt               106,838          115,353
Total long-term debt               106,838          184,353
Deferred income taxes               14,848           16,252
Other liabilities                   24,821           20,295
Common stock (notes 2 and 7)         1,330              576
Other stockholders' equity
(notes 2 and 7)                    191,275          109,410
                                   408,791          393,878
<FN>
See Notes to Condensed Consolidated Financial Statements
</TABLE>

VARLEN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Earnings
(Unaudited)
(In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
                         Three Months Ended      Nine Months Ended
                       November 1, November 2,  November 1, November 2,
                          1997       1996          1997        1996
(S)                      <C>        <C>           <C>        <C>
Net sales                135,830    119,898       385,276    302,898
Cost of sales            101,948     91,653       291,592    228,377
Gross profit              33,882     28,245        93,684     74,521
Selling, general and 
administrative
expenses                  19,153     17,737        53,966     46,084
Gain on sale of
business                     ---        ---           ---      3,730
Interest expense, net      1,191      3,107         7,356      5,586
Earnings before income
taxes                     13,538      7,401        32,362     26,581
Income taxes               5,863      3,264        14,240     11,722
Net earnings               7,675      4,137        18,122     14,859
Earnings per share
(notes 2 and 7):
Primary                     0.61       0.46          1.77       1.64
Fully diluted               0.52       0.35          1.38       1.24
Weighted average number
of shares outstanding
- primary
(notes 2 and 7)           12,536      9,014        10,227      9,057
Weighted average number
of shares outstanding
- fully diluted
(notes 2 and 7)           13,845     13,596        13,812     13,638
Dividends per common
share (note 7)              0.06       0.06          0.18       0.18
<FN>
See Notes to Condensed Consolidated Financial Statements
</TABLE>

VARLEN CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Thousands of Dollars
<TABLE>
<CAPTION>
                                             Nine Months Ended
                                       November 1,         November 2,
Increase (Decrease) in Cash                1997                1996
<S>                                      <C>                <C>
Cash flows from operating activities:
Net earnings                              18,122              14,859
Adjustments to reconcile net earnings
to net cash providedby operating
activities:
Depreciation                              14,312              11,304
Amortization                               5,344               2,392
Deferred income taxes                        309                 230
Gain on sale of business                     ---              (3,730)
Change in assets and liabilities 
net of effects from purchased
and sold businesses:
Accounts receivable, net                 (11,446)             (4,911)
Inventories                               (1,653)             (2,291)
Refundable income taxes                    2,497                 ---
Other current assets                      (2,412)                471
Accounts payable                           8,663               2,738
Accrued expenses                          (2,424)             (3,933)
Income taxes payable                       2,204               2,528
Other noncurrent assets                   (3,114)               (789)
Other noncurrent liabilities               2,194                 623
Total adjustments                         14,474               4,632
Net cash provided by operating
activities                                32,596              19,491
Cash flows from investing activities:
Fixed asset expenditures                 (14,398)            (14,549)
Cost of purchased business,
net of cash acquired                      (5,844)           (148,125)
Proceeds from the sale of 
investments                                  ---               4,294
Sale of business                             ---              12,474
Disposals and other changes in
property, plant and equipment              1,252                 152
Net cash used in investing activities    (18,990)           (145,754)
Cash flows from financing activities:
Proceeds from debt                            64             120,241
Payments of debt                         (10,895)             (9,311)
Issuance of common stock under
option plans                                 792                  63
Cash received on stock subscriptions         238                 156
Purchase of treasury stock                   ---              (3,241)
Cash dividends paid                       (1,841)             (1,566)
Net cash (used in)/provided by
financing activities                     (11,642)            106,342
Effect of exchange rate changes on
cash                                        (151)               (102)
Net increase/(decrease) in cash
and cash equivalents                       1,813             (20,023)
Cash and cash equivalents at 
beginning of year                          3,133              22,915
Cash and cash equivalents at end of 
period                                     4,946               2,892
<FN>
See Notes to Condensed Consolidated Financial Statements
</TABLE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 November 1, 1997 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 included
     in the Company's latest Annual Report on Form 10-K.

2.   Long-term debt at period end is comprised of the following
     (in thousands):
<TABLE>
<CAPTION>
                                       November 1,  January, 31,
                                          1997           1997
<S>                                     <C>            <C>
     Term loan                          102,000        107,000
     Revolving credit facility              ---          4,000
     6.5% convertible debentures 
     due 2003                               ---         69,000
     Industrial revenue bonds and 
     other debt                           4,975          6,626
                                        106,975        186,626
     Less current maturities               (137)        (2,273)
     Long-term debt                     106,838        184,353
</TABLE>

     On July 19, 1996, the Company entered into a $190 million
     term loan and revolving credit agreement (the "Agreement")
     which replaced its $80 million revolving credit facility.
     This Agreement was obtained to facilitate the Brenco,
     Incorporated acquisition as well as future acquisitions.  As
     amended on October 15, 1996, the Agreement is in the form of
     two facilities.  Facility "A" is a term-loan with a total
     capacity of $110 million and facility "B" is a revolving
     credit facility with an $80 million capacity.  The term-loan
     comes due on July 19, 2002 and requires escalating quarterly
     principal payments which began in October 1996.  The
     revolving credit facility requires no prepayments and comes
     due on July 19, 2002 with two optional one year extensions.
     The Agreement provides for interest at one of three market
     interest rates selected by the Company plus an applicable
     margin which is dependent upon the market interest rate
     chosen and the relationship of debt to cash flow.  The
     highest interest rate under the Agreement was the prime rate
     with maximum commitment fees of 3/8 of 1% on the unused
     portion of the line of credit.  The average interest rate on
     $40 million of this debt was fixed through interest rate
     swap agreements at approximately 7.0% which includes the
     current applicable margin.  The interest rate swap
     agreements cover periods which can range from one to three
     years and were entered into in the third quarter of 1996.
     The average interest rate on all of the Company's long-term
     debt during the first nine months of 1997 was approximately
     7.0%.

     On August 19, 1997, the Company announced its intention to
     redeem for cash all of the Company's then outstanding 6 1/2
     percent Convertible Subordinated Debentures due in 2003 (the
     "Debentures") on September 4, 1997.  The holders had the
     option of redeeming the Debentures for cash including a
     premium and accrued interest or converting the Debentures
     into Common Stock of the Company.  At the close of business
     on September 4, all but $2,000 par value of the Debentures
     outstanding had been converted into common stock of the
     Company.  The remaining $2,000 of bonds were redeemed for
     cash.  The conversion of the $69 million of Debentures
     increased the outstanding Common Stock of the Company,
     before the stock split,  by approximately 3.1 million shares
     to 8.9 million shares of Common Stock as of September 12,
     1997.

3.   Supplemental Cash Flow Information
     (in thousands):
<TABLE>
<CAPTION>
                                    November 1,     November 2,
                                      1997            1996
<S>                                  <C>           <C>
     Cash paid during the year- 
     to-date period for:
     Interest                        8,075           3,222
     Income taxes (net)              8,929           8,622
     Purchase of business:
     Fair value of assets 
     acquired                        5,844         201,785
     Cash paid, net of
     cash acquired                   5,844         148,125
     Liabilities assumed               ---          53,660
</TABLE>

4.   Business Segment Information
     (in thousands):
<TABLE>
<CAPTION>
                            Quarter Ended           Nine Months Ended
                       November 1,   November 2,   November 1,  November 2,
                         1997          1996            1997       1996
<S>                      <C>         <C>             <C>         <C>
    Net sales:                                             
    Transportation
    products             126,982     110,097         359,347     267,290
    Analytical
    instruments            8,848       9,801          25,929      35,608
                         135,830     119,898         385,276     302,898

    Operating profits (1):
    Transportation
    products              15,984      10,867          42,437      28,374
    Analytical
    instruments (2)          896       1,420           3,156       8,265
                          16,880      12,287          45,593      36,639

     (1)Before interest and general corporate expenses.
     (2)The 1996 year-to-date amount includes a $3,730,000 gain on
        the sale of the laboratory appliance division of Precision 
        Scientific, Inc.
</TABLE>

5.   Acquisition:

     On June 15, 1996, the Company, a wholly-owned subsidiary of
     the Company and Brenco, Incorporated ("Brenco"), a
     manufacturer and reconditioner of specialized tapered roller
     bearings for the railroad industry with headquarters in
     Virginia, entered into an acquisition agreement for the
     purchase of all of Brenco's outstanding common stock for
     $16.125 per share.  As a result of the tender offer which
     expired on July 18, 1996, the Company owned approximately 96%
     of the outstanding common stock of Brenco.  On August 23,
     1996, the remaining non-tendered shares were canceled and
     converted into the right to receive $16.125 per share, making
     Brenco a wholly-owned subsidiary of the Company.  The total
     purchase price for the common stock of Brenco was
     approximately $165 million in cash and was financed within a
     $190 million credit facility from the Company's existing bank
     group plus cash on hand.  The consolidated results of
     operations on a pro forma basis as though Brenco had been
     acquired on February 1, 1996, are as follows (in thousands):
<TABLE>
<CAPTION>
                         Quarter Ended          Nine Months Ended
                    November 1, November 2,  November 1, November 2,
                       1997        1996         1997        1996
<S>                  <C>         <C>           <C>         <C>
     Net Sales       135,830     119,898       385,276     363,775
     Net earnings      7,675       4,137        18,122      15,582
     Net earnings
     per share -
     primary             .61         .46          1.77        1.72
     Net earnings
     per share -
     fully diluted       .52         .35          1.38        1.29
</TABLE>

     At the end of the third quarter of 1997, the Company acquired
     the railroad products business of Ringfeder, GmbH, a
     subsidiary of Sweden's VBG Produkter AB.  Ringfeder is located
     in Krefeld, Germany.  The Company also acquired at the end of
     the third quarter of 1997 the railroad products division of
     Hanacke Zelezarny Perovny (HZP) located in Prostejov, Czech
     Republic which will be operated under the name Wakomp.  Both
     companies manufacture highly engineered, precision-forged
     railcar cushioning devices for corner buffers.  The combined
     annual sales of these two operations is approximately $12
     million. Since the Company has been the major customer of
     Ringfeder and HZP, some of these revenues will not be
     incremental as a result of becoming intercompany sales.  These
     acquisitions were made with cash on hand.

6.   Divestitures:

     On July 30, 1996, the Company sold its laboratory
     appliance division of its Precision Scientific, Inc.
     subsidiary, a manufacturer of research laboratory appliances
     for approximately $12.0 million net of selling costs.  This
     sale resulted in a gain of $3,730,000 ($2,100,000 after-tax)
     or $.15 per fully diluted share.  Net sales from this entity
     for the first half of fiscal 1996 were approximately $8.6
     million.

7.   Stock Split:

     On September 29, 1997, the Company's Board of Directors
     authorized 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 split resulted in the
     issuance of approximately 4.4 million new shares of Common
     Stock.  Subsequently, the quarterly cash dividend of $.09
     per share was adjusted to $.06 per share to maintain the net
     amount of the dividend payment at its previous level.  All
     share and per share amounts have been restated to
     retroactively reflect the stock split.

8.   New Accounting Standards:

     In June 1997, the Financial Accounting Standards Board
     issued Statement of Financial Accounting Standards ("SFAS")
     No. 130 "Reporting Comprehensive Income", which establishes
     standards for reporting and display of comprehensive income
     and its components (revenues, expenses, gains, and losses)
     in a full set of general-purpose financial statements; and
     SFAS No. 131, "Disclosures about Segments of an Enterprise
     and Related Information", which establishes standards for
     reporting information about operating segments and
     disclosures about products and services, geographic areas,
     and major customers.

     SFAS Nos. 130 and 131 are effective beginning in the
     Company's 1998 fiscal year. Reclassification of financial
     statements for earlier periods provided for comparative
     purposes is required.  The impact of the adoption of SFAS
     Nos. 130 and 131 has not yet been fully determined.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE NINE MONTH PERIOD
ENDED NOVEMBER 1, 1997

Overview

The Company designs, manufactures, and markets a diverse range of
products in its transportation products and analytical
instruments business segments.  These products are marketed to
the railroad, heavy-duty truck and trailer, automotive, and
petroleum industries.  The demand for the Company's products by
certain of these industries is affected by economic conditions in
the United States and internationally.  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 November 1, 1997,
were $385.3 million or 27.2% more than the $302.9 million
achieved in the first nine months of 1996.  For the third quarter
of 1997, sales were $135.8 million, up 13.3% from sales of $119.9
million in the comparable 1996 period.  In both the quarter and
year-to-date periods, sales increased in the transportation
segment while sales declined in the analytical instruments
segment.  On July 18, 1996, the Company acquired 96% of the stock
of Brenco, Incorporated ("Brenco") and on August 23, 1996,
acquired the remaining ownership of Brenco.  Accordingly, the
proportionate share of revenues and earnings has been included
since these dates in the transportation segment.  On November 18,
1997, a three-for-two stock split accounted for as a dividend was
paid to shareholders of record as of October 31, 1997.  All per
share amounts have been restated to reflect this transaction.

Net earnings for the first nine months of 1997 increased 22.0% to
$18.1 million from $14.9 million in 1996's first three quarters.
Earnings per share for the first nine months in 1997 were $1.38
per share on a fully diluted basis which compared to $1.24 per
fully diluted share in the comparable 1996 period.  On July 30,
1996, the Company sold the laboratory appliance division of its
Precision Scientific, Inc. subsidiary resulting in an after-tax
gain of  $2.1 million ($3.7 million pretax), or $.15 per fully
diluted share during the 1996 second quarter.  Excluding this
gain, net earnings increased 41.9% in the first nine months of
1997 compared to the prior year.

During the third quarter ended November 1, 1997, net earnings
increased to $7.7 million from $4.1 million in the same 1996
quarter.  Earnings per share were $.52 on a fully diluted basis
for the third quarter of 1997 compared to $.35 per share on a
fully diluted basis in the equivalent 1996 period.  In the
quarter and nine-month period ended November 1, 1997, operating
profit increased in the transportation products segment and
declined in the analytical instruments segment, following the
trend in revenues.

On a business segment basis, revenues in the transportation
products segment for the quarter and nine months ended November
1, 1997, were $127.0 million and $359.3 million, respectively, as
compared to $110.1 million and $267.3 million in the comparable
prior year periods.  During the year-to-date period, sales
increased in 1997 in all business areas, although excluding the
effect of acquisitions, sales of railroad products were
approximately equal in both years.  During the third quarter of
1997, sales increased at the heavy-duty truck/trailer and
automotive businesses while railroad product sales were flat,
including the sales from an acquired business.  Excluding the
acquired sales, railroad sales declined slightly in the third
quarter of 1997 compared to the prior year quarter.  Operating
profit in the first nine months of 1997 was $42.4 million (11.8%
of segment sales), up 49.6% from $28.4 million (10.6% of segment
sales) in the prior year period.  In the 1997 third quarter,
operating profit increased 47.1% to $16.0 million (12.6% of
segment sales) compared to $10.9 million (9.9% of segment sales)
in the comparable 1996 quarter.  Operating profit increased in
both 1997 periods at all business areas but in the year-to-date
period, operating profit of the railroad products area was
unchanged compared to 1996, excluding the effects of
acquisitions.

Sales to the heavy-duty truck and trailer industry were higher in
the 1997 periods than in the prior year.  The Company's increase
in sales was greater than the industry's due to higher dollar
content of the Company's products on several truck models and new
products.  Sales to the automotive industry increased in the 1997
periods as a result of new products, particularly the Means one-
way clutch for which production began in July 1997 for the first
original equipment manufacturer application.  Sales of railroad
products were positively affected in both 1997 periods by the
results of acquisitions made in 1996.  Excluding these
acquisitions, sales were flat to slightly down as a result of
lower domestic railcar builds early in 1997 and, in the third
quarter, lower sales in India and China as well as a modest North
American aftermarket.  The effects of foreign currency were not
material to this business segment in either period presented.

Sales in the analytical instruments segment for the quarter and
nine months ended November 1, 1997, decreased to $8.8 million and
$25.9 million, respectively, compared to $9.8 million and $35.6
million in the 1996 periods.  The decrease in revenues in this
segment in the year-to-date period resulted primarily from the
sale of a non-core business in the second quarter of 1996, while
in both the quarterly and year-to-date periods, revenues were
negatively impacted by currency translation adjustments of $1.0
million and $2.1 million, respectively.

Operating profit for the analytical instruments segment for the
first nine months of 1997 decreased to $3.2 million (12.2% of
segment sales) compared to $8.3 million (23.2% of segment sales)
in the prior year's period.  However, 97% of this decline was the
result of the non-core disposition in the second quarter of 1996,
and the remainder was accounted for by $.4 million of unfavorable
currency translation adjustments.  For the 1997 third quarter,
operating profit decreased to $.9 million (10.1% of segment
sales) compared to $1.4 million (14.5% of segment sales) in the
prior year's quarter.  The decline was the result of foreign
currency translation ($.2 million) and higher costs.

Consolidated gross margin in the first nine months declined
slightly to 24.3% in 1997 from 24.6% in 1996, while during the
third quarter consolidated gross margin increased from 23.6% in
1996 to 24.9% in 1997.  The slight decline in the year-to-date
period was a result of the disposition in 1996 of a higher margin
non-core business in the analytical instruments segment.  In the
third quarter period, gross margins increased at both segments.

Selling, general, and administrative expenses of $54.0 million or
14.0% of sales in the first nine months of 1997 compared to $46.1
million or 15.2% of sales in the comparable 1996 period.  During
the third quarter of 1997, selling, general, and administrative
expenses were $19.2 million or 14.1% of sales compared to $17.7
million or 14.8% of sales in the prior year's comparable period.
In the transportation product segment, selling, general, and
administrative expenses decreased as a percent of sales in both
periods.  This resulted from selling, general and administrative
expenses increasing at a lower rate than the increase in sales.
At the analytical instruments segment, the expense percent
increased in both periods as a result of lower sales while actual
expenditures were approximately equal excluding the non-core
business sold in 1996.

Net interest expense for the quarter and nine months ended
November 1, 1997, was $1.2 million and $7.4 million,
respectively, compared to $3.1 million and $5.6 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.  The year-to-date increase reflects borrowings
late in the 1996 second quarter to finance the acquisition of
Brenco.

Income taxes were provided at an effective rate during the third
quarter and first nine months of 1997 of 43.3% and 44.0% compared
to 44.1% in both the comparable 1996 periods.  The higher than
statutory federal rate reflects non-deductible goodwill
amortization, including that associated with the Brenco
acquisition, higher taxes on foreign operations, and state income
taxes.

Capital Resources and Liquidity

During the third quarter and nine-month period ended November 1,
1997, the Company generated $11.1 and $32.6 million,
respectively, of cash from operating activities.  As of November
1, 1997, the Company's working capital was $74.7 million, total
assets were $408.8 million, total debt excluding current portion
was $106.8 million and stockholders' equity was $192.6 million.
On September 4, the Company redeemed substantially all of its
previously unconverted 6 1/2% convertible subordinated debentures.
Including debentures converted just prior to the redemption
notice, the effect of conversion was to decrease long-term debt
by $69 million and increase stockholders' equity by approximately
$67 million.

Investing activities during the third quarter and nine-month
period ended November 1, 1997, included the acquisition of two
businesses in the third quarter for $5.8 million and capital
expenditures of $4.2 million and $14.4 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 $190.0 million term loan and revolving credit agreement which
was entered into in 1996 and expires on July 19, 2002.  The
$110.0 million term loan portion of this facility 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.  At November 1, 1997, the Company
had $102.0 million outstanding under only the term loan portion
of the facility.

PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit 11 - Computation of Per Share Earnings.
Exhibit 27 - Financial Data Schedule.

(b) Reports on Form 8-K

None.

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 the
Company's actual results to differ materially from those
projected in its forward-looking statements.  Among the factors
that could cause actual results to differ materially are:
expectations of market growth and size; the demand for the
Company's products and other market acceptance risks; the
presence in the 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; productivity and efficiency
of operations; 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.  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.



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 10, 1997                   By: /s/ Richard A. Nunemaker
                                        Richard A. Nunemaker
                                        Vice President, Finance and
                                        Chief Financial Officer
                                        (Principal Financial Officer
                                        and Principal Accounting Officer)



                          EXHIBIT INDEX


Exhibit No.                                       Page No.

11    Computation of Per Share Earnings             17

27    Financial Data Schedule                       19