SecProbe.io

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May 2, 2005

Mail Stop 03-06

Mr. Robert J. Halliday
Chief Accounting Officer
Varian Semiconductor Equipment Associates, Inc.
35 Dory Road
Gloucester, MA 01930-2297

	RE:	Varian Semiconductor Equipment Associates, Inc.
Form 10-K for the Fiscal Year Ended October 1, 2004 and Related
Filings
File No. 000-25395

Dear Mr. Halliday:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your future
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended October 1, 2004

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Results of Operations - Page 20

1. We note that product revenue in fiscal 2004 increased by a
material amount from that recorded in fiscal 2003.  Please revise
future filings to quantify, as practicable, the increase in volume
of
products sold underlying the increase in demand.  Please also
quantify changes in average price of your products sold, if
material,
and provide a discussion of management`s assessment of the market
in
the period being reported and expectations for future periods.  We
refer you to the guidance at SEC Release 33-8350 and Item
303(a)(3)
of Regulation S-K.
2. We note even though product revenue increased significantly,
service revenue decreased slightly.  You have stated that this is
due
to a reduction in installation revenue.  We would expect that you
experienced a much higher volume of shipments in fiscal 2004
versus
fiscal 2003, based on your stated increase in demand, therefore,
it
is not clear to us why you did not have an increase in service
revenue.  Please clarify this matter supplementally and in future
filings.

Liquidity and Capital Resources - Page 25

3. We note that you had significant increases from 2003 to 2004 in
certain balance sheet accounts such as accounts receivable,
inventories, accounts payable and deferred revenue.  Please revise
future filings to discuss the reasons for significant changes in
your
current asset and liability accounts and the impact of the changes
on
your liquidity.  Refer to Item 303(a)(1) of Regulation S-K.

Item 9A. Controls and Procedures - Page 36

4. We note that you have concluded that your disclosure controls
and
procedures were designed to ensure that material information
relating
to Varian Semiconductor, including its consolidated subsidiaries,
is
made known to the CEO and CFO by others within those entities,
particularly during the period in which this report was being
prepared.  In future filings, please revise your disclosure so
that
it provides, if true, that your disclosure controls and procedures
are "effective" rather than "effective at providing reasonable
assurance."  In addition, if you elect to retain the language that
is
currently included immediately following "effective in providing
reasonable assurance" in your disclosure, please revise so that
any
language that appears after the word "effective" in your
disclosure
is substantially similar in all material respects to the language
that appears in the entire two-sentence definition of "disclosure
controls and procedures" set forth in Rule 13a-15(e) of the
Exchange
Act.

Report of Independent Registered Public Accounting Firm - Page F-2

5. In future filings, please have your independent audit firm
revise
its report to clearly state they also audited the financial
statement
schedule in accordance with the standards of the Public Company
Accounting Oversight Board (United States).

Note 2. Summary of Significant Accounting Policies

Revenue Recognition - Page F-7

6. We note that it is your policy to recognize installation
revenue
upon fulfillment of the service obligation.  Please tell us and
disclose in future filings the approximate length of time it takes
for installation to be completed.  We may have further comments.

Deferred Revenue - Page F-8

7. We note that deferred revenue includes customer advances and
amounts that have been billed per the contractual terms but have
not
been recognized as revenue, and that $7.9 million of your deferred
revenue balance of $54.5 million at October 1, 2004 is related to
extended warranties.  Please tell us and in future filings
disclose
the nature of other material components of the remaining balance
of
$46.6 million at October 1, 2004.

Note 17. Income Taxes - Page F-23

8. In regard to your undistributed earnings of your foreign
subsidiaries, please revise future filings to include the
applicable
disclosures required by paragraph 44 of
SFAS 109.

Schedule II - Page S-1

9. Please tell us the amount of bad debt expense that you recorded
in
each period presented, as it is not apparent from the schedule.
Please clearly indicate the gross bad debt expense recorded during
the periods presented in this schedule in future filings.

Form 8-K filed January 27, 2005

10. Please revise your non-GAAP financial disclosures in future
Item
2.02 Form 8-K filings to explain why each individual non-GAAP
measure
presented is useful to an investor in accordance with Item
10(e)(i)
of Regulation S-K, as required by the instructions to Item 2.02 of
the Form 8-K.  Also, discuss how management uses the measure and
the
limitations of using this measure. Finally, please note that since
you provide several non-GAAP measures please be sure to clearly
label
each GAAP and non-GAAP measure and provide separate disclosures of
the limitations and usefulness of each non-GAAP measure presented.
11. In addition, we note that you refer to your non-GAAP
information
as "pro forma". The pro forma terminology has very specific
meaning
in accounting literature, as indicated by Article 11 of Regulation
S-
X. In future filings, please revise your presentation to omit the
pro
forma terminology when referring to your non-GAAP information.

*    *    *    *

       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      You may contact Tom Dyer, Staff Accountant, at (202) 824-
5564
or me at (202) 942-1812 if you have any questions.  In this
regard,
do not hesitate to contact Michele Gohlke, Branch Chief, at (202)
942-7903.

      Sincerely,

							N. Jay Webb
							Reviewing Accountant

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Mr. Robert J. Halliday
Varian Semiconductor Equipment Associates, Inc.
May 2, 2005
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