UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 12b-25

                   NOTIFICATION OF LATE FILING
                          FOR FORM 10-Q

       For Period Ended             Commission File No. 0-23866
        March 31, 2000                 CUSIP No. 922150 10 7

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE
COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of a filing above,
identify the Item(s) to which the notification relates:



PART I - REGISTRANT INFORMATION

                      VARI-L COMPANY, INC.
                    (Full Name of Registrant)

                       4895 Peoria Street
                     Denver, Colorado 80239
             (Address of Principal Executive Office)

PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed.  (Check box if
appropriate)

          (a)  The reasons described in reasonable detail in Part
               III of this form could not be eliminated without
               unreasonable effort or expense;

               (b)  The subject annual report, semi-annual
               report, transition report on Form 10-KSB, Form 20-
               F, 11-K or Form N-SAR, or portions thereof, will
               be filed
 X                  on or before the fifteenth calendar day
               following the prescribed due date; or the subject
               quarterly report or transition report on Form 10-
               Q, or portion thereof will be filed on or before
               the fifth calendar day following the prescribed
               due date; and

               (c)  The accountant's statement or other exhibit
               required by Rule 12b-25(c) has been attached if
               applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Forms 10-K,
20-F, 11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.

          The Registrant is unable to file the subject report
          within the prescribed time period because the
          preparation of the financial statements to be included
          in the subject report has not been completed.  This
          delay is necessitated by the additional efforts
          involved in reflecting the residual effect of
          corrections being made to the Registrant's prior
          financial statements for periods ending December 31,
          1997 and thereafter, which corrections are being
          announced concurrently with the filing of this Form.

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to
this notification.

     David G. Sherman   (303) 371-1560

(2)  Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such
report(s) been filed?  If answer is no, identify report(s).

      [X]   Yes          [ ]   No

(3)  Is it anticipated that any significant change in results of
operation from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in
the subject report or portion thereof?

      [X]  Yes           [ ]   No


                      VARI-L COMPANY, INC.
          (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.



Date:  May 16, 2000                By:/s/Jon L. Clark
                                      Jon L. Clark,
                                      Chief Financial Officer