- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Baker Thomas C	2. Issuer Name and Ticker or Trading Symbol VARIAN SEMICONDUCTOR EQUIPMENT ASSOCIATES INC [ VSEA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Vice President Finance
(Last) (First) (Middle) 35 DORY ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 6/7/2011
(Street) GLOUCESTER, MA 01930 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	6/7/2011		M		8812	A	$27.24	35089	D
Common Stock	6/7/2011		S		8812	D	$61.45	26277	D
Common Stock	6/7/2011		M		7312	A	$27.53	33589	D
Common Stock	6/7/2011		S		7312	D	$61.45	26277	D
Common Stock	6/7/2011		M		7312	A	$42.73	33589	D
Common Stock	6/7/2011		S		7312	D	$61.45	26277	D
Common Stock	6/7/2011		M		6851	A	$46.65	33128	D
Common Stock	6/7/2011		S		6851	D	$61.45	26277	D
Common Stock	6/7/2011		M		10719	A	$38.99	36996	D
Common Stock	6/7/2011		S		10719	D	$61.45	26277	D
Common Stock	6/7/2011		M		4266	A	$33.49	30543	D
Common Stock	6/7/2011		S		4266	D	$61.45	26277	D
Common Stock	6/7/2011		M		3937	A	$37.68	30214	D
Common Stock	6/7/2011		S		3937	D	$61.45	26277	D
Common Stock	6/7/2011		M		3609	A	$34.33	29886	D
Common Stock	6/7/2011		S		3609	D	$61.45	26277	D
Common Stock	6/7/2011		M		17500	A	$17.08	43777	D
Common Stock	6/7/2011		S		17500	D	$61.45	26277	D
Common Stock	6/7/2011		M		2250	A	$18.42	28527	D
Common Stock	6/7/2011		S		2250	D	$61.45	26277	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$17.08	6/7/2011		M			17500	11/24/2009 ⁽¹⁾	11/24/2015	Common Stock	17500	$61.45	10500	D
Non-Qualified Stock Option (right to buy)	$18.42	6/7/2011		M			2250	2/26/2010 ⁽²⁾	2/26/2016	Common Stock	2250	$61.45	1750	D
Non-Qualified Stock Option (right to buy)	$27.24	6/7/2011		M			8812	11/17/2007 ⁽³⁾	11/17/2013	Common Stock	8812	$61.45	0	D
Non-Qualified Stock Option (right to buy)	$27.53	6/7/2011		M			7312	2/9/2008 ⁽⁴⁾	2/9/2014	Common Stock	7312	$61.45	0	D
Non-Qualified Stock Option (right to buy)	$33.49	6/7/2011		M			4266	2/9/2009 ⁽⁵⁾	2/9/2015	Common Stock	4266	$61.45	984	D
Non-Qualified Stock Option (right to buy)	$34.33	6/7/2011		M			3609	8/14/2009 ⁽⁶⁾	8/14/2015	Common Stock	3609	$61.45	1641	D
Non-Qualified Stock Option (right to buy)	$37.68	6/7/2011		M			3937	5/9/2009 ⁽⁶⁾	5/9/2015	Common Stock	3937	$61.45	1313	D
Non-Qualified Stock Option (right to buy)	$38.99	6/7/2011		M			10719	11/13/2008 ⁽⁶⁾	11/13/2014	Common Stock	10719	$61.45	1531	D
Non-Qualified Stock Option (right to buy)	$42.73	6/7/2011		M			7312	5/10/2008 ⁽⁶⁾	5/10/2014	Common Stock	7312	$61.45	0	D
Non-Qualified Stock Option (right to buy)	$46.65	6/7/2011		M			6851	8/17/2008 ⁽⁶⁾	8/17/2014	Common Stock	6851	$61.45	457	D

Explanation of Responses:
( 1)	The Options were granted on November 24, 2008 and will vest as to one-fourth (1/4) one year from the grant date, and the remaining three-fourths (3/4) will vest in twelve (12) equal quarterly installments until one hundred percent (100%) of the shares have vested on November 24, 2012.
( 2)	The Options were granted on February 26, 2009 and will vest as to one-fourth (1/4) one year from the grant date, and the remaining three-fourths (3/4) will vest in twelve (12) equal quarterly installments until one hundred percent (100%) of the shares have vested on February 26, 2013.
( 3)	The Options were granted on November 17, 2006 and will vest as to one-fourth (1/4) one year from the grant date, and the remaining three-fourths (3/4) will vest in twelve (12) equal quarterly installments until one hundred percent (100%) of the shares have vested on November 17, 2010.
( 4)	The Options were granted on February 9, 2007 and will vest as to one-fourth (1/4) on February 9, 2008 and the remaining three-fourths (3/4) will vest in twelve (12) equal quarterly installments until one hundred percent (100%) of the shares are vested on February 9. 2011.
( 5)	The Options were granted on February 9, 2008 and will vest as to one-fourth (1/4) on February 9, 2009 and the remaining three-fourths (3/4) will vest in twelve (12) equal quarterly installments until one hundred percent (100%) of the shares are vested on February 9. 2012.
( 6)	The Options vest as to one-fourth (1/4) one year from the grant date, and the remaining three-fourths (3/4) will vest in twelve (12) equal quarterly installments until one hundred percent (100%) of the shares have vested at the end of four (4) years.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Baker Thomas C 35 DORY ROAD GLOUCESTER, MA 01930			Vice President Finance

Signatures
Thomas Baker		6/8/2011
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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