8-K

                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549




                               FORM 8-K

                            CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934


 Date of Report (Date of Earliest Event Reported): September 12, 2000


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



      COLORADO                 0-23866                 06-0678347
(State of Incorporation)   (Commission File         (IRS Employer ID
                               Number)                  Number)


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




                            (303) 371-1560
                    (Registrant's Telephone Number,
                         including Area Code)



ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     (a)  In the Company's Form 8-K filed on July 5, 2000, the Company
reported the resignation of Haugen, Springer & Co., P.C., as auditors
of the Registrant.

     (b)  Effective September 12, 2000, the Registrant retained KPMG LLP as
 its new independent accountants to audit the Registrant's December 31,
 2000 financial statements.  The Company has authorized Haugen Springer
 to respond fully to any inquiries from KPMG relating to its engagement
 as the Company's independent accountant.  Beginning in June 2000 and
 through the date of engagement, the Audit Committee of the Company's
 Board of Directors has consulted with KPMG LLP in connection with the
 Committee's internal investigation of the Company's financial
 reporting practices used in its prior financial statements which had
 been previously audited by Haugen Springer, as more fully described in
 the Company's Form 8-K filed on July 5, 2000.  In connection with its
 investigation, KPMG has issued a report to the Company dated September
 14, 2000, a copy of which is attached hereto as Exhibit 99.1 and
 incorporated by reference herein, which describes the views of KPMG
 regarding the Company's prior accounting practices and procedures.

     The Company has requested that KPMG review the disclosures above
and provided KPMG the opportunity to furnish the Company with a letter
addressed to the Securities and Exchange Commission regarding any new
information, clarification of the views expressed above, or the
respects in which it does not agree with the statements made in
response to this Item.  KPMG has advised the Company that it does not
consider it necessary to furnish such a letter.

ITEM 5.  OTHER EVENTS

     On September 12, 2000, the Company issued a press release
relating to the planned restatement of the Company's previously
reported financial statements.  A copy of the press release is filed
as Exhibit 99.2 hereto.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS

 (a)  None

 (b)  None

 (c)  Exhibits.

     99.1 KPMG Letter Addressed to Audit Committee of Vari-L Company,
          Inc., dated September 14, 2000
     99.2 Press Release dated September 12, 2000


Date:  September 15, 2000          VARI-L COMPANY, INC.



                                   By:/s/ Peter Pappas
                                      Peter Pappas
                                      Chief Executive Officer

EX-99.1

                                                              Exhibit 99.1

KPMG
    707 Seventeenth Street                          Telephone 303 296 2323
    Suite 2300                                      Fax 303 295-8829
    Denver, CO 80202



September 14, 2000


Members of the Audit Committee
Vari-L Company, Inc.
4895 Peoria Street
Denver, Colorado 80239


Gentlemen:


The following sets forth our conclusions based on the work performed
through the date of this report, in connection with our engagement to
provide consulting services to you related to the Audit Committee's
investigation of the accounting irregularities which resulted in
misstatements of the historical financial statements of Vari-L Company,
Inc. ("Company").  This matter is also the subject of an on-going
investigation by the Enforcement Division of the Securities and Exchange
Commission (SEC).


The terms and conditions of our engagement are included in our engagement
letter dated June 28, 2000.  The scope of our engagement and procedures
described below do not constitute an attest services engagement as that
term is defined by the American Institute of Certified Public Accountants.
This engagement was performed under the rules for management consulting
engagements as promulgated by the American Institute of Certified Public
Accountants.  This report has been prepared in connection with the
aforementioned matter.  This report is to be used solely for the purposes
of the subject engagement and is not to be used or relied upon for any
other purpose without the express written consent of KPMG LLP.


PROCEDURES PERFORMED


This report addresses those conclusions and observations developed solely
through the conduct of the accounting-related investigative procedures
performed through the date of this letter.  The tasks undertaken in
developing our conclusions and observations contained in this report
include the following:


     o  Reviewed the Company's periodic filings with the SEC, including
        Form 10-KSB filings for the years ended December 31, 1999 and 1998
        and Form 10-QSB filings for each of the first three quarters
        within those years, as well as the Form 10-QSB for the quarter
        ended March 31, 2000;


     o  Reviewed Company prepared accounting records, including available
        general ledgers, accounts receivable ledgers, accounts payable
        ledgers and similar summary ledgers;


     o  Reviewed Company prepared summary accounting reports and analyses;


     o  Reviewed copies of documents produced by the Company in response
        to subpoenas from the SEC;


     o  Reviewed copies of the audit work papers for the auof Haugen
        Springer & Co. which were provided to us by the Company.  Copies
        of the audit work papers were also produced in response to a
        subpoena from the SEC;


     o  Conducted interviews with select Company officers and accounting
        personnel; and,


     o  Reviewed selected authoritative accounting literature and
        pronouncements.


CONCLUSIONS


Based on the procedures performed through the date of this report, we have
reached the following conclusions.  The balance of this report has been
organized in a manner to correspond with the areas of apparent accounting
irregularities noted during the conduct of our work.  Please appreciate
that our work is ongoing, and, as such, additional information may be
forthcoming that could result in a modification of the following
conclusions.


Accounts Receivable


During our investigation and analysis, we identified several accounts
receivable balances which appear to be uncollectible and for which no
allowance had been provided.  In some cases, the receivables were more
that a year old.  Based on our analysis, the Company did not make adequate
provision for uncollectible receivables on a timely basis.


Inventories


We analyzed the methodology employed by the Company for valuing work in
process and finished goods manufactured by the Company.  The Company's
methodology for valuing these inventories was to record the carrying value
of these inventories at a percentage of the list price of the completed
products.  These inventories should be valued based upon the cost of raw
materials used in the manufacturing process and the labor and associated
overhead required to complete the manufacturing processes.


We reviewed the methodology used to determine the allowance for
obsolescence of raw materials and finished goods inventories.  Based on
our analysis, it does not appear that an adequate level of reserves for
possible inventory obsolescence had been established by the Company.  In
many cases, raw materials that had not been used in many years and
finished goods inventories that had not sold in many years were carried at
their full value, with no provision for obsolescence.


A significant portion of the recorded amount of  inventory consisted of
manufactured products which were referred to by the Company as "reject
notifications".  Our understanding of the nature of these items is that
they are manufactured finished products that had failed to meet the
customers standards and/or were not functioning as intended.  These
products are retained by the Company,  as possibly some components of the
products could be recovered and used, especially if those specific
component parts were no longer available.  Generally, however, we
understand it is more costly to rework a defective item than to
manufacture a new one, since labor is a significant component of the
product cost.  Returned inventory that is not expected to be sold to other
customers should not be recorded in inventory unless it has a salvage
value, in which case it should be recorded at that value.


Prepaid Expenses


As a result of our analysis of the components of prepaid expenses, we
determined that a significant portion of the account balance represented
amounts that were, in fact, period expenses which should not have been
recorded as an asset.


Machinery and Equipment


The machinery and equipment balance included in the financial statements
of the Company include the costs relating to finished unit prototypes.
These prototypes were pre-production finished products that were
manufactured by the engineering department, generally in advance of a firm
customer order.  The prototypes are kept on hand by the Company, but
appear to have limited future utility.  These costs should have been
charged to expense, in a manner similar to research and development costs,
and not deferred.


The Company's policy was to capitalize labor and related overhead incurred
to install machinery in its facilities.  The amounts capitalized were not
supported by time records of the individuals involved in the installations
and the overhead burden rate applied to payroll costs was not supported by
any analysis of the underlying costs.  The amounts capitalized were
significant in comparison to the cost of the equipment purchases.  Labor
and overhead costs incurred to install equipment should not be capitalized
unless the amounts are based on time records, actual payroll costs, and
actual overhead costs.


The Company recorded depreciation based on lives that appear to be in
excess of the useful lives of the equipment and had calculated
depreciation assuming a residual value of 35% for most equipment, which
appears to be in excess of the residual value to be expected  upon to
disposal of the equipment.  Depreciation should be based on a realistic
estimate of the residual value of the equipment, if any, and on the
estimated useful life of the equipment, including consideration of
technological changes that could render the equipment obsolete.


The Company had capitalized as equipment, a number of amounts that
represent period costs.  Period costs should be expensed as incurred.


Leasehold Improvement


The Company also capitalized significant amounts of labor and related
overhead as leasehold improvement.  Such costs should not be capitalized
unless they relate to the actual construction of leasehold improvements
and are based on time records, actual payroll costs, and actual overhead
costs.  Ongoing costs to maintain the existing facilities should be
expensed as incurred.


Long-term Inventory


The Company included amounts in its financial statements identified as
long-term inventory.  In some cases the Company was required to maintain
an inventory of the product produced for a particular customer, e.g. the
U.S. military, beyond the term of the original contract.  Generally,
however, the customer had no obligation to purchase the additional
inventory.   An allowance for obsolescence should be provided for long-
term inventory that is not subject to a purchase contract, or is not
expected to be sold in reasonable period of time for an amount in excess
of its carrying value.


Patents


The Company capitalized labor and overhead costs incurred to develop new
products and apply for patents. Such costs should be expensed as incurred
as research and development costs.  Third party costs related to patents
awarded to the Company should be capitalized and amortized over the life
of the patent, subject to impairment testing under SFAS 121.


ISO Registration Costs


The Company capitalized labor and overhead and third party costs in
connection with the Company's ISO registration.  Such costs should be
expensed as incurred as they represent period costs.


Other Assets


The Company capitalized certain costs as other assets which are period
costs and should be expensed as incurred.


Deferred Income Taxes


A net deferred income tax liability was included on the balance sheets as
of December 31, 1998, December 31, 1999 and March 31, 2000.  The tax
effect of the above adjustments will reduce the net deferred tax liability
to zero.  A deferred tax asset should not be recorded, unless management
can establish that it is more likely than not that it will be realized.


Ship-in-Place Sales


Ship-in-place refers to the Company's practice of recording sales prior to
the completion and shipment of the products.  Our review indicated that,
in most instances, such sales did not meet the requirements for revenue
recognition for bill and hold transactions.  Sales should not be recorded
prior to the completion of the product and shipment (FOB Vari-L's
facilities) to the Company's customer.


During 1998, an entry was  recorded that reversed receivables which had
previously been recorded for ship-in-place sales and an offsetting
adjustment was recorded to increase fixed assets.  The Company appears to
have discontinued the practice of improperly recording sales and
receivables for "ship-in-place" sales at the time these adjustment to
receivables and fixed assets were made.


                         *     *     *     *     *


As discussed above, our conclusions and observations are based solely on
the work performed to date.  Additionally, our analysis was conducted
using the financial records and analyses made available to us by the
Company, the sufficiency and completeness of which cannot be determined.
As our work is on-going, we reserve the right to amend or append, as
appropriate, the conclusions set forth above should additional information
be forthcoming.  However, we do not  recognize a continuing obligation to
update our work unless requested by the Company and agreed to by KPMG LLP.


Very truly yours,


KPMG LLP



/s/Richard W. Connor
Richard W. Connor
Manager Partner

RWC/ltw

EX-99.2

                                                              Exhibit 99.2





FOR IMMEDIATE RELEASE:                                       NEWS
September 12, 2000                Nasdaq National Market - VARLE*

                  VARI-L ANNOUNCES ESTIMATE OF WRITE-DOWN
          KPMG Accepts Assignment to Audit Financials Statements

DENVER, Colorado -- Vari-L Company, Inc. (Nasdaq National Market -
VARLE*), a leading provider of advanced components for the wireless
telecommunications industry, today announced that it will restate its
previously issued financial statements, reducing stockholder's equity by
$30 to $35 million.  This estimate has been prepared by management and
includes write-downs of assets and changes in liabilities identified in a
preliminary report by KPMG LLP.  The Audit Committee of the Board of
Directors engaged KPMG LLP in June to investigate the Company's financial
reporting practices.

The restatement will consist primarily of adjustments to property and
equipment, inventory, and other assets.  As a result of these adjustments,
the Company intends to restate its financial results for 1998, 1999 and
the first quarter of 2000.  Adjustments to periods before 1998 will be
reported as a charge to retained earnings as of December 31, 1997.

The Company intends to adjust the carrying value of property & equipment
to reflect significantly reduced capitalized labor costs, shorter economic
asset lives, reduced residual values, and to eliminate certain items that
do not qualify for capitalization.  The Company also intends to adjust
inventory to increase the reserve for obsolescence of certain items and to
bring carrying values in line with recalculated standard costs.  In
addition, the Company intends to adjust other assets to eliminate the
capitalization of internal labor and certain other deferred costs related
to patents and ISO 9001 registration.   The adjustment will also reflect a
reduction in the estimated useful lives of certain patents.  The
adjustments will also reflect additional accrued expenses, a reduction in
prepaid expenses, as well as the elimination of deferred income tax
liabilities.  Of the total write-down, management's preliminary estimate
is that approximately 80% of the adjustment relates to property and
equipment , 14% to inventory, and 6% to other assets and liabilities.

In a related matter, the Company also announced that KPMG has been engaged
to perform  an audit of the Company's financial statements.  The Company
and KPMG expect the audit to be completed during the fourth quarter.  KPMG
is evaluating the scope of the audit for 1998 and 1999.

"We are working diligently with KPMG to strengthen the Company's internal
controls and accounting practices.  Obviously, these non-cash adjustments
don't directly affect our current operations," said Pete Pappas, Vari-L
Chief Executive Officer.  "The Company remains focused on innovation,
manufacturing and design excellence.  As we announced last week,
manufacturing operations have continued without interruption, and the
Company continues to produce and ship products around the world."


As previously announced, the Company intends to request a review of
Nasdaq's decision to delist the Company. Trading of the Company's stock
was halted in July after the Company's former independent accounting firm
resigned. "We are making progress in resolving the Company's accounting
issues and will keep our shareholders fully informed as new developments
occur," Pappas said.

Through its headquarters in Denver, Vari-L designs, manufactures and
markets wireless communications components that generate or process radio
frequency (RF) and microwave frequency signals.  Vari-L's patented
products are used in commercial infrastructure equipment (including
cellular/paging/PCS base stations and repeaters, fixed terminal point to
point/multi-point data radios including LMDS/MMDS), consumer subscriber
products (advanced cellular/PCS/satellite handsets, web-enabled smart
phones, 2-way pagers, wireless PDAs, home networking), and
military/aerospace platforms (satellite communications/telemetry, missile
guidance, electronic warfare, electronic countermeasures, battlefield
communications).  Vari-L serves a diverse customer base of the world's
leading technology companies, including Adaptive Broadband, Agilent
Technologies, Digital Microwave, Ericsson, Glenayre Technologies (Wireless
Access), Harris, Hughes, Lockheed Martin, Lucent Technologies, Microwave
Data Systems, Mitsubishi, Motorola, NEC, NeoPoint, Netro, Newbridge
Networks, Nokia, Northrop Grumman, Novatel Wireless, Raytheon, Samsung,
and Siemens.

Some of the statements contained in this news release are forward-looking
statements.  The accuracy of these statements cannot be guaranteed as they
are subject to a variety of risks, including but not limited to the
success of the products into which the Company's products are integrated,
governmental action relating to wireless communications licensing and
regulation, the accuracy of the Company's internal projections as to the
demand for certain types of technological innovation, competitive products
and pricing, the success of new product development efforts, the timely
release for production and the delivery of products under existing
contracts, the outcome of pending and threatened litigation and regulatory
actions, the success of the Company's efforts to engage a new independent
accounting firm and that firm's efforts to re-audit prior years, future
economic conditions generally, as well as other factors.

*The Company's common stock was delisted on September 7, 2000.

                                    ###

                                 CONTACTS:
Vari-L Company, Inc.                               Johnston Wells
Pete Pappas, CEO                                    Marj Charlier
303/371-1560                                         303/623-3366

                                           Pfeiffer Public Relations, Inc.
                                                              Jay Pfeiffer
                                                              303/393-7044