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                                                                     Exhibit 3.2

                 FORM OF CERTIFICATE OF DESIGNATION AND TERMS
               OF PARTICIPATING PREFERRED STOCK OF VARIAN, INC.
               ------------------------------------------------

                    Pursuant to Section 151 of the General
                   Corporation Law of the State of Delaware
                   ----------------------------------------

We, the undersigned, Allen J. Lauer and Arthur W. Homan, the President and
Secretary, respectively, of Varian, Inc., a Delaware corporation (the
"Corporation"), do hereby certify as follows:

          Pursuant to authority granted by Article IV of the Restated
Certificate of Incorporation, as amended, of the Corporation and in accordance
with the provisions of Section 151 of the General Corporation Law of the State
of Delaware, the Board of Directors of the Corporation has adopted the following
resolutions fixing the designation and certain terms, powers, preferences and
other rights of a new series of the Corporation's Preferred Stock, par value
$0.01 per share, and certain qualifications, limitations and restrictions
thereon:

          RESOLVED, that there is hereby established a series of Preferred
     Stock, par value $0.01 per share, of the Corporation, and the designation
     and certain terms, powers, preferences and other rights of the shares of
     such series, and certain qualifications, limitations and restrictions
     thereon, are hereby fixed as follows:
 
          (i)   The distinctive serial designation of this series shall be
                "Participating Preferred Stock" (hereinafter called "this
                Series"). Each share of this Series shall be identical in all
                respects with the other shares of this Series except as to the
                dates from and after which dividends thereon shall be
                cumulative.

          (ii)  The number of shares in this Series shall initially be 50,000,
                which number may from time to time be increased or decreased
                (but not below the number then outstanding) by the Board of
                Directors. Shares of this Series purchased by the Corporation
                shall be cancelled and shall revert to authorized but unissued
                shares of Preferred Stock undesignated as to series. Shares of
                this Series may be issued in fractional shares, which fractional
                shares shall entitle the holder, in proportion to such holder's
                fractional share, to all rights of a holder of a whole share of
                this Series.

          (iii) The holders of full or fractional shares of this Series shall be
                entitled to receive, when and as declared by the Board of
                Directors, but only out of
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                funds legally available therefor, dividends, (A) on each date
                that dividends or other distributions (other than dividends or
                distributions payable in Common Stock of the Corporation) are
                payable on or in respect of Common Stock comprising part of the
                Reference Package (as defined below), in an amount per whole
                share of this Series equal to the aggregate amount of dividends
                or other distributions (other than dividends or distributions
                payable in Common Stock of the Corporation) that would be
                payable on such date to a holder of the Reference Package (as
                hereinafter defined) and (B) on the last day of March, June,
                September and December in each year, in an amount per whole
                share of this Series equal to the excess (if any) of $2.50 over
                the aggregate dividends paid per whole share of this Series
                during the three month period ending on such last day. Each such
                dividend shall be paid to the holders of record of shares of
                this Series on the date, not exceeding sixty days preceding such
                dividend or distribution payment date, fixed for the purpose by
                the Board of Directors in advance of payment of each particular
                dividend or distribution. Dividends on each full and each
                fractional share of this Series shall be cumulative from the
                date such full or fractional share is originally issued;
                provided that any such full or fractional share originally
                issued after a dividend record date and on or prior to the
                dividend payment date to which such record date relates shall
                not be entitled to receive the dividend payable on such dividend
                payment date or any amount in respect of the period from such
                original issuance to such dividend payment date.

          The term "Reference Package" shall initially mean 1,000 shares of
     Common Stock, $0.01 par value per share ("Common Stock"), of the
     Corporation.  In the event the Corporation shall at any time after 5:00
     p.m., California time, on April 2, 1999 (A) declare or pay a dividend on
     any Common Stock payable in Common Stock, (B) subdivide any Common Stock or
     (C) combine any Common Stock into a smaller number of shares, then and in
     each such case the Reference Package after such event shall be the Common
     Stock that a holder of the Reference Package immediately prior to such
     event would hold thereafter as a result thereof.

          Holders of shares of this Series shall not be entitled to any
     dividends, whether payable in cash, property or stock, in excess of full
     cumulative dividends, as herein provided on this Series.
 
          So long as any shares of this series are outstanding, no dividends
     (other than a dividend in Common Stock or in any other stock ranking junior
     to this Series as to dividends and upon liquidation) shall be declared or
     paid or set aside for payment or other distribution declared or made upon
     the Common Stock or upon any other stock ranking junior to this Series as
     to dividends or upon liquidation, nor shall any Common Stock nor any other
     stock of the Corporation ranking junior to or on a parity with this Series
     as to dividends or upon liquidation be redeemed, purchased or otherwise
     acquired for any consideration (or any moneys be paid to or made available
     for a sinking fund for the redemption of any shares of any such stock) by
     the Corporation (except by conversion into or exchange for stock of the
     Corporation ranking junior to this Series as to dividends

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     and upon liquidation), unless, in each case, the full cumulative dividends
     (including the dividend to be due upon payment of such dividend,
     distribution, redemption, purchase or other acquisition) on all outstanding
     shares of this Series shall have been, or shall contemporaneously be, paid.

          (iv)  In the event of any merger, consolidation, reclassification or
                other transaction in which the shares of Common Stock are
                exchanged for or changed into other stock or securities, cash
                and/or any other property, then in any such case the shares of
                this Series shall at the same time be similarly exchanged or
                changed in an amount per whole share equal to the aggregate
                amount of stock, securities, cash and/or any other property
                (payable in kind), as the case may be, that a holder of the
                Reference Package would be entitled to receive as a result of
                such transaction.

          (v)   In the event of any liquidation, dissolution or winding up of
                the affairs of the Corporation, whether voluntary or
                involuntary, the holders of full and fractional shares of this
                Series shall be entitled, before any distribution or payment is
                made on any date to the holders of the Common Stock or any other
                stock of the Corporation ranking junior to this Series upon
                liquidation, to be paid in full an amount per whole share of
                this Series equal to the greater of (A) $100 or (B) the
                aggregate amount distributed or to be distributed prior to such
                date in connection with such liquidation, dissolution or winding
                up to a holder of the Reference Package (such greater amount
                being hereinafter referred to as the "Liquidation Preference"),
                together with accrued dividends to such distribution or payment
                date, whether or not earned or declared. If such payment shall
                have been made in full to all holders of shares of this Series,
                the holders of shares of this Series as such shall have no right
                or claim to any of the remaining assets of the Corporation.

          In the event the assets of the Corporation available for distribution
     to the holders of shares of this Series upon any liquidation, dissolution
     or winding up of the Corporation, whether voluntary or involuntary, shall
     be insufficient to pay in full all amounts to which such holders are
     entitled pursuant to the first paragraph of this Section (v), no such
     distribution shall be made on account of any shares of any other class or
     series of Preferred Stock ranking on a parity with the shares of this
     Series upon such liquidation, dissolution or winding up unless
     proportionate distributive amounts shall be paid on account of the shares
     of this Series, ratably in proportion to the full distributable amounts for
     which holders of all such parity shares are respectively entitled upon such
     liquidation, dissolution or winding up.
 
          Upon the liquidation, dissolution or winding up of the Corporation,
     the holders of shares of this Series then outstanding shall be entitled to
     be paid out of assets of the Corporation available for distribution to its
     Stockholders all amounts to which such holders are entitled pursuant to the
     first paragraph of this Section (v) before any payment

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     shall be made to the holders of Common Stock or any other stock of the
     Corporation ranking junior upon liquidation to this Series.

          For the purposes of this Section (v), the consolidation or merger of,
     or binding share exchange by, the Corporation with any other corporation
     shall not be deemed to constitute a liquidation, dissolution or winding up
     of the Corporation.

          (vi)  The shares of this Series shall not be redeemable.

          (vii) In addition to any other vote or consent of Stockholders
                required by law or by the Restated Certificate of Incorporation,
                as amended, of the Corporation, each whole share of this Series
                shall, on any matter, vote as a class with any other capital
                stock comprising part of the Reference Package and voting on
                such matter and shall have the number of votes thereon that a
                holder of the Reference Package would have.

          IN WITNESS WHEREOF, the undersigned have signed and attested this
certificate on the 29th day of March, 1999.


                                   /s/ Allen J. Lauer
                                   ----------------------
                                       Allen J. Lauer
                                          President

Attest:



/s/ Arthur W. Homan
----------------------
    Arthur W. Homan
      Secretary

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