SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)
February 4, 2009

VARIAN MEDICAL SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
1-7598
94-2359345
(State or Other Jurisdiction
of Incorporation)
(Commission File
Number)
(IRS Employer
 Identification No.)

3100 Hansen Way, Palo Alto, CA
94304-1030
(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code
(650) 493-4000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

On February 4, 2009, the Board of Directors (the "Board") of Varian Medical Systems, Inc. (the “Company”) received notice from Kent J. Thiry, a member of the Board, of his resignation from the Board for personal reasons and not as a result of any disagreement with the Company.  The Board has accepted his resignation effective February 16, 2009.  Mr. Thiry was chair of the Board's Nominating and Corporate Governance Committee.

The Board does not intend to replace Mr. Thiry at this time and reduced the size of the Board from ten to nine directors, effective February 16, 2009.
 
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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 hereunto duly authorized.

   
By:
/s/ JOHN W. KUO
John W. Kuo
Title:
Corporate Vice President, General Counsel and Secretary

Dated:  February 10, 2009

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