U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
   
                               FORM 10-KSB/A
                                     
                      AMENDMENT NO. 1 TO FORM 10-KSB
    
[X]  ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
     ACT OF 1934

                For the fiscal year ended December 31, 1997

Commission File No. 0-23866
                           VARI-L COMPANY, INC.
              (Name of Small Business Issuer in its Charter)

         Colorado                               06-0679347
(State or other jurisdiction       (I.R.S. Employer Identification No.)
of incorporation)

                            4895 Peoria Street
                          Denver, Colorado 80239
                              (303) 371-1560
       (Address and Telephone Number of Principal Executive Offices)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:

                              Title of Class
                       Common Stock, $.01 Par Value

     Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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.

     [X]  Yes     [ ]  No

     Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will
be contained, to the best of issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.          [  ]

     State issuer's revenues for the fiscal year ended December 31, 1997:
$17,385,364.

   
     At March 9, 1998, 5,310,018 shares of Common Stock were outstanding.
The aggregate market value of the Common Stock held by non-affiliates on
March 9, 1998 was approximately $45,846,588 based on the closing price on
the Nasdaq National Market System on that date.
    

                    DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the issuer's definitive proxy statement to be filed
pursuant to Regulation 14A not later than 120 days after the end of the
fiscal year are incorporated by reference in Part III.


                                SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   VARI-L COMPANY, INC.


                                   By:/s/ David G. Sherman
                                      David G. Sherman,
                                      President

     In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

   
/s/ Joseph H. Kiser                   Date:  March 20, 1998
Joseph H. Kiser, Chairman of the Board,
Chief Scientific Officer
and Director


/s/ David G. Sherman                  Date:  March 20, 1998
David G. Sherman, President,
Chief Executive Officer, Principal Executive
Officer, Principal Financial Officer
and Director


/s/Jon L. Clark                       Date:  March 20, 1998
Jon L. Clark, Vice President of Finance and
Principal Accounting Officer


/s/ Sarah L. Booher                   Date:  March 20, 1998
Sarah L. Booher, Director


                                      Date:  March ___, 1998
David A. Lisowski, Director


/s/ Anthony B. Petrelli               Date:  March 20, 1998
Anthony B. Petrelli, Director
    

                               EXHIBIT INDEX
                                     
Exhibit No.  Description                     Method of Filing

   
             10.19     Business Loan Agreement between
                  the Company and Bank One,
                  Colorado, N.A., dated August 13,
                  1997  with a maturity date of
                  August 13, 1998                    Previously Filed

             10.20     Business Loan Agreement between
                  the Company and Bank One,
                  Colorado, N.A., dated August 13,
                  1997  with a maturity date of
                  February 13, 2001             Previously Filed

             23.1 Consent of Haugen, Springer
                  & Co. to the incorporation by
                  reference of their financial
                  statements in the Registrant's
                  Form S-8 Registration Statements
                  (No. 33-88666), (No. 33-81045) and
                  (No. 333-45137) and the Registrant's
                  Form S-3 Registration Statement
                  (No. 333-25173)                    Previously Filed

             27   Financial Data Schedule       Previously Filed