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): October 30, 2001


                           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 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

  (a)     None

  (b)     None

  (c)     Exhibits

          99.1 Transcript for October 30, 2001 Conference Call

ITEM 9.  REGULATION FD DISCLOSURE

     In accordance with General Instruction B.2. of Form 8-K, the
transcript of the October 30, 2001 Conference Call by Vari-L Company, Inc.
is attached as Exhibit 99.1 to this report and incorporated herein by
reference.  The transcript shall not be deemed "filed" for purposes of
Section 18 of the Securities Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933,
except as shall be expressly set forth in such filing.

     The conference call, which was open to the public, was also broadcast
live over the Internet through PRNewswire's web site at
www.videonewswire.com.

Date:  October 30, 2001            VARI-L COMPANY, INC.



                                   By:/s/Charles R. Bland
                                      President and Chief Executive
                                      Officer

EX-99.1

                               EXHIBIT 99.1

                           VARI-L COMPANY, INC.


SCRIPT FOR OCTOBER 30, 2001 CONFERENCE CALL
FISCAL 2002 Q1 RESULTS

RICK DUTKIEWICZ

Some of the statements in this conference call are "forward-looking
statements" as that term is used in the Private Securities Litigation
Reform Act of 1995. In most cases, when we use words like "believe,"
"expect," "estimate," "anticipate," "project," or "plan" to describe
something which has not yet occurred, we are making a forward-looking
statement. Forward-looking statements we make are based on a number of
assumptions by us about the future, usually based on current conditions or
on the broader expectations of others. These assumptions may or may not
prove to be correct and, as a result, our own forward-looking statements
may also be inaccurate. On the other hand, based on what we know today and
what we expect in the future, we believe that the forward-looking
statements we make in this conference call are reasonable.

The tragic events of September 11, 2001 have created broad uncertainty on
the global economy as a whole. We are still in the process of assessing
the impact on the telecommunications industry in general, and more
specifically, on the wireless infrastructure market, as are our customers.

While we believe that our facilities are adequate for our current
operations, we believe that a single building or facility would be more
efficient and cost effective. Accordingly, we are in the process of
identifying potential new sites. At this time, we are limiting the search
to facilities within a six-mile radius of our current facilities.

We cannot list here all of the risks and uncertainties that could cause
our actual future financial and operating results to differ materially
from our historical experience and our present expectations or projections
but we can identify many of them. For example, our future results could be
affected by the overall market for various types of wireless
communications products, the success of the specific products into which
our products are integrated, governmental action relating to wireless
communications, licensing and regulation, the accuracy of our internal
projections as to the demand for certain types of technological
innovation, competitors' products and pricing, the success of new product
development efforts, the timely release for production and the delivery of
products under existing contracts and the ultimate outcome of pending and
threatened litigation and regulatory action. It is also important to
remember that forward-looking statements speak only as of the date when
they are made, and we do not promise that we will publicly update or
revise those statements whenever conditions change or future events occur.
Accordingly, we do not recommend that any person seeking to evaluate our
company should place undue reliance on any forward-looking statement in
this conference call.


CHUCK BLAND

     Good afternoon and welcome to our conference call to discuss results
for the first quarter of fiscal 2002.  I'm Chuck Bland, CEO of Vari-L.
Rick Dutkiewicz, our chief financial officer, is here with me and he will
lead off with a recap of our financial results.

     Rick

RICK DUTKIEWICZ

     Thank you, Chuck.

     o About a month ago, in our fourth quarter news release and
       conference call, we provided some very specific guidance as to our
       expectations for lower revenue in the first quarter of fiscal
       2002, which ended September 30th.  Those expectations were
       influenced by a slowdown in the wireless industry that, in turn,
       resulted in a slowdown in orders for commercial signal source
       products from our major customers.

     o Net sales in the first quarter were $5.7 million as compared with
       $9 million in the fourth quarter and $11.5 million in the first
       quarter a year ago.  Our gross profit declined to $2.1 million, or
       about 37 percent of sales, versus $5.4 million, or 47 percent of
       sales, in the corresponding quarter last year.  This lower gross
       margin is primarily attributable to fixed manufacturing overhead,
       which really doesn't vary substantially with changes in production
       volume.  In addition, our cost of goods sold in the first quarter
       included a $56,000 charge for an adjustment to inventory carrying
       costs.  In the year-ago first quarter, our cost of goods sold
       included a charge of $546,000 for excess and obsolete inventory.

     o You'll notice that total operating expenses, excluding non-cash
       stock compensation and expenses relating to the accounting
       restatements and related shareholder litigation, declined more
       than $820,000 over the same quarter last year.  Part of that
       reduction is due to lower sales commissions resulting from the
       revenue decline.  The good news is, with our new management team
       now in place, we are no longer incurring the higher costs
       associated with the interim management team we had at this time
       last year.  In addition, we are seeing the positive affects of
       other operating cost reduction measures.

     o Along those lines, with the successful completion of our
       accounting restatements and the winding down of the SEC
       investigation, our costs related to those two issues was slashed
       from $1.2 million in the first quarter a year ago to just $85,000
       in the quarter we're reporting today.  While we will continue to
       incur legal costs associated with ongoing litigation, we believe
       the overall costs in this category will be well below prior
       levels.

     o On the bottom line we reported a net loss of $1.1 million, or 16
       cents per share, for the first quarter versus a net loss of
       $201,000, or 3 cents per share, in the same quarter last year.
       Excluding the impact of non-cash stock compensation and accounting
       restatement expenses, the net loss would have been $1 million, or
       14 cents per share, compared with net income of $1.3 million, or
       18 cents per share, in the corresponding quarter a year ago.

     o We are pleased to note that operations generated more than
       $840,000 in cash during the first quarter, due in large part to
       improved collections and a reduction in accounts receivable as
       well as to our continued focus on reducing inventory levels while
       increasing our turns.

     o Working capital at September 30th was $6.3 million, which includes
       $1.7 million in cash and cash equivalents.

     o With that, I'll turn the call back over to Chuck.

CHUCK BLAND

     o Thank you, Rick.

     o As I'm sure most of you are aware, the downturn in the wireless
       industry has affected virtually all of the major wireless
       equipment providers.  Many of these companies have been busy
       working off excess inventories of parts and components.  As a
       result, component suppliers like Vari-L have been feeling the
       effects through reduced order flow.

     o On the positive side, during this period of sluggishness in the
       economy and the wireless industry, we have been using our time
       wisely by focusing on improving the fundamentals of our business,
       strengthening operations and reducing our cost structure.  We are
       also keenly focused on new technology development efforts designed
       to diversify our product offerings.  Our strategy is to leverage
       our excellent customer relationships for a larger piece of their
       annual  component volume.  With this in mind, at a time when many
       other wireless companies are focusing on layoffs, we are seeking
       to expand our engineering and R&D staffs.  We believe these moves
       will serve us well when the recovery in industry demand ultimately
       occurs.

     o As to precisely when we expect the industry upturn to occur,
       that's obviously the question on everyone's mind.  As a component
       supplier, we rely heavily on the guidance we receive from our
       customers.  One need only look at the recent press releases of the
       major equipment suppliers to see that they are very uncomfortable
       providing specific guidance on the timing of a recovery in demand.
       As noted in our news release, however, we have been seeing some
       encouraging signs in the form of customer requests for expedited
       deliveries - a good indication that some of the surplus supply of
       components in the supply chain is being depleted.

     o Earlier, Rick mentioned the positive $1.1 million swing in costs
       associated with accounting restatements and legal and regulatory
       issues.  These costs are significant for a company our size and we
       are very pleased to have both the restatement and the SEC
       settlement behind us.  However, we still have one remaining hurdle
       for us - the shareholder litigation --it is still ongoing and we
       are still not at liberty to discuss details of the process other
       than to say we are committed to resolving the issue in a manner
       that is fair and equitable to both our current and former
       shareholders.