EXHIBIT (a)(1)(C)

                              NOTICE OF WITHDRAWAL

         If you previously elected to accept Vari-L Company, Inc.'s Offer to
Exchange, and you would like to change your election and reject the Offer, you
must deliver this Notice to Dannette Boyd of Vari-L Company, Inc. ("Vari-L")
before 12:00 midnight, U.S. Mountain Time, on May 23, 2002, unless the Offer is
extended. This Notice of Withdrawal may be delivered to Dannette Boyd at
Vari-L's corporate offices in Denver, Colorado by personal delivery, interoffice
mail, or by facsimile at (303) 373-3868. If you have questions regarding the
process for returning this Notice, please contact Dannette Boyd at
dboyd@vari-l.com or at (303) 371-1560 x448.

To Vari-L:

         I previously received a copy of the Offer to Exchange (dated April 25,
2002), the cover letter, the Summary Term Sheet and an Election Form. I properly
submitted the Election Form, in which I elected to accept Vari-L's Offer to
Exchange. I now wish to change that election, and reject Vari-L's Offer to
Exchange. I understand that by submitting this Notice to Dannette Boyd, I will
be able to withdraw my acceptance of the Offer, and reject the Offer to Exchange
instead. By completing this form, I acknowledge that I have received the Offer
to Exchange.

         I understand that in order to reject the Offer, I must properly submit
this Notice to Dannette Boyd before 12:00 midnight, U.S. Mountain Time, on May
23, 2002, or if Vari-L extends the deadline to exchange options, before the
extended expiration of the Offer.

         By rejecting the Offer to Exchange, I understand that I will not
receive a Replacement Option, and I will keep my Eligible Option as listed on my
personal Option Report. This option will continue to be governed by the stock
option plan under which this option was granted and the existing option
agreement between Vari-L and me.

         By submitting this form, I hereby bind my successors, assigns and legal
representatives.

         I do not accept the offer to exchange options.


                                           Date:
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         Optionee Signature


Name:                                      Email Address:
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          (Please print)