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

                               SCHEDULE 13G

                 Under the Securities Exchange Act of 1934
                             (Amendment No. 4)

                           Vari-L Company, Inc.
                             (Name of Issuer)

                       Common Stock, $.01 par value)
                      (Title of Class of Securities)

                                922150 10 7
                              (CUSIP Number)


1)   Name of Reporting Person
     S.S. or I.R.S. Identification No. of Above Person

     David G. Sherman

2)   Check the Appropriate Box if a Member of a Group*

     (a)
     (b)

3)   SEC USE ONLY

4)   Citizenship or Place of Organization

     U.S.

Number of Shares         5)  Sole Voting Power         428,530
Beneficially Owned       6)  Shared Voting Power             0
By Each Reporting        7)  Sole Dispositive Power    428,530
Person With              8)  Shared Dispositive
                              Power                          0

9)   Aggregate Amount Beneficially Owned by Each Reporting Person

     428,530

10)  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

11)  Percent of Class Represented by Amount in Row (11)

     7.4%

12)  Type of Reporting Person

     IN


                            AMENDMENT NO. 4 TO
                             SCHEDULE 13G FOR
                             DAVID G. SHERMAN


Item 1(a)      Name of Issuer:  Vari-L Company, Inc.

Item 1(b)      Address of Issuer's Principal Executive Offices:
               4895 Peoria Street, Denver, Colorado 80239

Item 2(a)      Name of Person Filing:  David G. Sherman

Item 2(b)      Address of Principal Business Office or, if None,
               Residence:  The address of the principal business office of
               Mr. Sherman is 4895 Peoria Street,      Denver, Colorado
               80239

Item 2(c)      Citizenship:  Mr. Sherman is a United States Citizen.

Item 2(d)      Title of Class of Securities:  Common Stock, $.01 par
               value.

Item 2(e)      CUSIP Number:  922150-10-7

Item 3         If this statement is filed pursuant to Rules 13d-1(b), or
               13d-2(b), check whether the person filing is a:

                         (a) [  ]  Broker or Dealer registered under
                         Section 15 of the Securities Exchange Act of 1934
                         (the "Act").

                         (b) [  ]  Bank as defined in Section 3(a)(6) of
                         the Act.

                         (c) [  ]  Insurance Company as defined in Section
                         3(a)(19) of the Act.

                         (d) [  ]  Investment Company registered under
                         Section 8 of the Investment Company Act of 1940.

                         (e) [  ]  Investment Adviser registered under
                         Section 203 of the Investment Advisers Act of
                         1940.

                         (f) [  ]  Employee Benefit Plan, Pension Fund
                         which is subject to the provisions of the
                         Employee Retirement Income Security Act of 1974
                         or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) of
                         the Act.

                         (g) [  ]  Parent Holding Company, in accordance
                         with Rule 13d-1(b)(ii)(G) of the Act.

                         (h) [  ]  Group, in accordance with Rule 13d-
                         1(b)(1)(ii)(H) of the Act.

                         Not applicable.

Item 4         Ownership.

                    (a)  Amount Beneficially Owned:  Mr. Sherman is the
                    sole beneficial owner of 428,530 shares of Common
                    Stock as of December 31, 1998.  Includes 385,000
                    shares issuable to Mr. Sherman upon the exercise of
                    outstanding stock options exercisable on December 31,
                    1998, or within 60 days thereafter.  Does not include
                    75,0000 unvested options subject to vesting schedule,
                    or 12,500 shares subject to completion of performance
                    goals.

                    (b)  Percent of Class:  7.4% (based on the 5,459,934
                    shares of Common Stock reported to be outstanding on
                    September 30, 1998 in the Vari-L Company, Inc.
                    Quarterly Report on Form 10-QSB for the fiscal quarter
                    ended September 30, 1998.)

                    (c)  Number of shares as to which such person has:

                                  (i)          sole power to vote or to
                        direct the vote:  428,530 shares.

                                  (ii)         shared power to vote or to
                        direct the vote:  -0- shares.

                                               (iii)  sole power to
                        dispose or to direct the disposition of:  428,530
                        shares.

                                               (iv)   shared power to
                        dispose or to direct the disposition of:  -0-
                        shares.

Item 5         Ownership of Five Percent or Less of a Class.

               Not Applicable.

Item 6         Ownership of More than Five Percent on Behalf of Another
               Person.

               Not applicable.

Item 7         Identification and Classification of the Subsidiary Which
                    Acquired the Security Being Reported on by the Parent
               Holding
                    Company.

               Not applicable.

Item 8         Identification and Classification of Members of the Group.

               Not applicable.

Item 9         Notice of Dissolution of Group.

               Not applicable.

Item 10             Certification.

               Not applicable.

               Not filed pursuant to Rule 13d-1(b).


                                 SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.


Dated: February 11, 1999           /s/David G. Sherman
                                   David G. Sherman