SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                 AMENDMENT NO. 1

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended                                    Commission File No. 0-23866
December 31, 2001

                              VARI-L COMPANY, INC.
             -------------------------------------------------------
             (Exact name of Registrant as specified in its charter.)

        Colorado                                        06-0679347
- ------------------------                    ------------------------------------
(State of Incorporation)                    (I.R.S. Employer identification No.)

                               4895 Peoria Street
                             Denver, Colorado 80239
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (303) 371-1560
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes  X     No
                                  -----     -----

         The number of shares outstanding of each of the issuer's classes of
common stock, as of December 31, 2001:

       Class of Securities                              Outstanding Securities
       -------------------                              ----------------------
         $0.01 par value                                   7,128,723 shares
          Common shares






                              VARI-L COMPANY, INC.

                               December 31, 2001




CORRECTION OF TYPOGRAPHICAL ERROR IN ITEM 2, MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

We incorporate by reference herein Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operation for the Registrant's Report on
Form 10-Q for the quarterly period ended December 31, 2001 as filed with the
Commission, except for the second paragraph of Results of Operation for the Six
Months Ended December 31, 2001 Compared to the Six Months ended December 31,
2000 -- Net Loss and Loss per Share, in which a typographical error was made by
referencing a three month period instead of six month period for proforma net
income.


Results of Operation for the Six Months Ended December 31, 2001 Compared to the
Six Months ended December 31, 2000

* * * *

Net Loss and Loss per Share

* * * *

For the six months ended December 31, 2000, the net loss was $211,000, or $0.03
per share. Excluding the impact of stock compensation, which is a non-cash
charge and expenses relating to accounting restatements (which management
believes are not indicative of continuing operating expenses) net income for the
six months ended December 31, 2000 would have been $2.1 million or $0.30 per
share (basic and diluted).




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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                                    VARI-L COMPANY, INC.




Date: March 7, 2002                 By: /s/ Richard P. Dutkiewicz
      ----------------------           -----------------------------------------
                                            Richard P. Dutkiewicz,
                                            Vice President of Finance and
                                            Chief Financial Officer






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