EXHIBIT (a)(1)(H)

                               [Vari-L Letterhead]

[     ], 2002

Dear Vari-L Optionholder:

         On behalf of Vari-L Company, Inc. (the "Company"), I am writing to
provide you with the results of the Company's recent offer to exchange (the
"Offer") outstanding options granted under the Company's Tandem Stock Option and
Stock Appreciation Rights Plan, as amended (the "Plan") with an exercise price
equal to $34.50 (the "Eligible Option Grants") for new options (the "Replacement
Options") the Company will grant under the Plan. All capitalized terms used in
this letter that are not defined herein have the meanings given to those terms
in the Offer to Exchange dated April 25, 2002, as amended.

         The Offer expired at 12:00 midnight, Mountain Time, on [ ], 2002.
Promptly following the expiration of the Offer and pursuant to the terms and
conditions of the Offer, the Company accepted for exchange Eligible Option
Grants exercisable for a total of [ ] shares of common stock and canceled all
such options. The Company has accepted for exchange and cancelled the Eligible
Option Grant tendered by you as set forth on Annex A attached to this letter.

         In accordance with the terms and subject to the conditions of the
Offer, you will receive a Replacement Option exercisable for the number of
shares of common stock set forth on Annex A attached to this letter in exchange
for the Eligible Option Grant tendered by you and accepted by the Company for
exchange, as adjusted for any stock splits, stock dividends, reverse stock
splits, recapitalizations or similar events.

         In accordance with the terms of the Offer, the Company currently
expects to grant to you a Replacement Option on or about November [__], 2002. At
that time, as described in the Offer to Exchange, you will receive a new option
agreement to be entered into between you and the Company. The per share exercise
price of the Replacement Options will equal the fair market value of the common
stock on the date the Company grants the Replacement Options, which will be (i)
the closing price of the Company's common stock as reported on the Pink Sheets
or any other securities market that reports daily the closing selling price per
share of the Company's common stock on such date or (ii) if the Company's common
stock is not publicly traded, the value of the Company's common stock as
determined in good faith by the Compensation Committee of the Company's Board of
Directors.

         In accordance with the terms of the Offer, if you are not an employee
of the Company from the date you tendered your Eligible Option Grant through the
date the Replacement Options are granted, you will not receive a Replacement
Option or any other consideration for your tendered option.

         If you have any questions about your rights in connection with the
grant of a Replacement Option, please contact Dannette Boyd at (303) 371-1560
x448 or via email at dboyd@vari-l.com.





                                        Sincerely,


                                        -----------------------
                                        Richard P. Dutkiewicz
                                        Chief Financial Officer








                                     Annex A


[Name of Option Holder]

CANCELLED ELIGIBLE OPTION GRANT

Number of shares of common stock subject to your tendered Eligible Option Grant
accepted for exchange:

Date of acceptance of tender:

REPLACEMENT OPTION

Number of shares of common stock subject to a Replacement Option to be granted
to you: