July 12, 1999 Mr. Richard A. Nunemaker 141 Cottage Hill Avenue Elmhurst, Ill. 60126 Dear Rick: This letter confirms that, as reflected in our Change of Control Agreement with you dated May 14, 1999 (the "Agreement"), and the letter of the same date...

                                                                      Exhibit 47

                                  VARLEN CORPORATION
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                                                       July 12, 1999


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Dear ▇▇▇▇:

               This letter confirms that, as reflected in our Change of Control
Agreement with you dated May 14, 1999 (the "Agreement"), and the letter of the
same date relating to your participation in Varlen's SERP, (1) any benefits to
which you are entitled under the SERP upon termination of your employment are
not "change of control" payments subject to Section 280G of the Internal Revenue
Code even if you cease employment subsequent to a change of control of Varlen,
and (2) any benefits to which you are entitled under the SERP will not be offset
from any payments that may be due to you pursuant to the Agreement following a
change of control.

                                        Very truly yours,

                                        VARLEN CORPORATION


                                        By: /s/ G.A. ▇▇▇▇▇▇▇▇▇
                                            -----------------------------
                                            Chair, Compensation Committee