Exhibit 24
POWER OF ATTORNEY
The undersigned directors of Varian Associates, Inc., a Delaware corporation ("Company"), hereby constitute
and appoint Robert A. Lemos and Joseph B. Phair, and each of them with full power to act without the other, the
undersigned's true and lawful attorney-in-fact, with full power of substitution and resubstitution, for the
undersigned and in the undersigned's name, place and stead in the undersigned's capacity as a director of the
Company, to execute in the name and on behalf of the undersigned of the Company's Annual Report on Form
10-K for the fiscal year ended September 27, 1996 ("Report"), under the Securities and Exchange Act of 1934,
as amended, and to file such Report, with exhibits thereto and other documents in connection therewith and any
and all amendments thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact,
and each of them, full power and authority to do and perform each and every act and thing necessary or desirable
to be done and to take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the
undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's discretion. This Power of Attorney may be
executed in any number of counterparts, all of which together shall constitute one and the same Power of
Attorney.
IN WITNESS WHEREOF, I have hereunto set my hand this _________ day of ______________ , 1996.
/s/ Ruth M. Davis /s/ Robert W. Dutton
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Ruth M. Davis Robert W. Dutton
/s/ Samuel Hellman