Filed by Vari-L Company, Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933
                                     and deemed filed pursuant to rule 14a-12(b)
                                           Subject Company: Vari-L Company, Inc.
                                                     Commission File No. 0-23866





                        [VARI-L COMPANY, INC. LETTERHEAD]

December 4, 2002

Dear Optionee:

On December 2, 2002, Vari-L Company, Inc. (the "Company") entered into an Asset
Purchase Agreement (the "Purchase Agreement") with Sirenza Microdevices, Inc.
("Sirenza"), which contemplates a sale of substantially all of the Company's
assets to a wholly-owned subsidiary of Sirenza (the "Transaction"). Under the
Company's Tandem Stock Option and Stock Appreciation Rights Plan (the "Plan")
all options granted under the Plan became immediately exercisable upon execution
of the Purchase Agreement. The Plan further provides that any options held by
you will automatically terminate upon the earliest of (i) the closing of the
Transaction, (ii) the termination of your employment with the Company under
Section 5(f) of the Plan or (iii) the expiration date of such option. If the
Transaction does not close, all outstanding options are subject to their
respective vesting schedules prior to the execution of the Purchase Agreement.
The closing of the Transaction is subject to a number of closing conditions, and
we cannot assure you that the Transaction will close or tell you exactly when it
will close

IF YOU ELECT TO EXERCISE YOUR OPTIONS, THE SHARES OF COMMON STOCK YOU RECEIVE
WILL BE "RESTRICTED SECURITIES" AND WOULD NOT BE FREELY TRANSFERABLE.
Accordingly, you would not be free to sell your shares and would be required to
hold such shares unless such shares are subsequently registered under the
Securities Act of 1933 (the "Act") or an exemption from such registration is
available. The Company is under no obligation to register the shares and the
certificate evidencing the shares will be imprinted with a legend which
prohibits the transfer of the shares unless the shares are registered or such
registration is not required in the opinion of counsel for the Company. Federal
securities laws permit limited public resale of "restricted securities" provided
that there is certain public information about the Company available and the
resale occurs following a one-year holding period, which begins on the date you
exercise your option. Due to the transfer restrictions, you will not be able to
resell your shares during that one-year period. Thus, you would have to bear the
economic risk of your investment until your shares could be sold, and there is a
risk that the market price when you are ultimately able to sell your shares will
be less than your exercise price. Upon exercise of your option, you would be
entitled to all rights as a shareholder of the Company including the right to
receive shareholder distributions and the right to vote your shares. If the
Transaction closes, the Company contemplates that it will at some point make
distributions to shareholders of a portion of the




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proceeds from the Transaction. However, we cannot tell you the amount or the
timing of those distributions.

We are writing this letter to notify you that your option is now fully
exercisable. We are not making any recommendation as to whether you should
exercise your options. The exercise of options and any subsequent sale of shares
of the Company's common stock may have important state and federal income tax
consequences to you. You should consult with your individual financial and tax
advisors in determining whether to exercise any options granted to you under the
Plan. Please contact Jodi Bochert or Dannette Boyd should you have any
additional questions regarding the mechanics involved in exercising your
options.

Additional Information and Where to Find It

Under the terms of the Purchase Agreement, Sirenza is required to file a
registration statement on Form S-4 in connection with the proposed acquisition
of substantially all of the assets and assumption of specified liabilities of
the Company, and the Company intends to mail a proxy statement/prospectus to its
stockholders in connection with the transaction. Investors and security holders
of the Company are urged to read the proxy statement/prospectus when it becomes
available because it will contain important information about Sirenza, the
Company and the transaction. Investors and security holders may obtain a free
copy of the proxy statement/prospectus, when it becomes available, at the SEC's
website at www.sec.gov. A free copy of the proxy statement/prospectus may also
be obtained from Sirenza or the Company. The Company and its executive officers
and directors may be deemed to be participants in the solicitation of proxies
from the stockholders of the Company in favor of the transaction. Sirenza and
its executive officers and directors may be deemed to be participants in the
solicitation of proxies from the stockholders of the Company in favor of the
transaction. Information regarding the Company's executive officers and
directors is contained in the Company's Form 10-K for the year ended June 30,
2002, which is filed with the SEC. Information regarding Sirenza's executive
officers and directors is contained in Sirenza's Form 10-K for the year ended
December 31, 2001 and its proxy statement dated April 1, 2002, both of which are
filed with the SEC. A description of employment agreements and other interests
of the Sirenza and the Company executive officers and directors will be
available in the registration statement and the proxy statement/prospectus.

In addition to the registration statement on Form S-4 to be filed by Sirenza in
connection with the transaction, and the proxy statement/prospectus to be mailed
to the stockholders of the Company in connection with the transaction, Sirenza
and the Company each file annual, quarterly and special reports, proxy and
information statements, and other information with the SEC. Investors may read
and copy any of these reports, statements and other information at the SEC's
public reference rooms located at 450 Fifth Street, N.W., Washington, D.C.
20549, or any of the SEC's other public reference rooms. Investors should call
the SEC at 1-800-SEC-0330 for further information on these public reference
rooms. The reports, statements and other information filed by Sirenza and the
Company with the SEC are also available for free at the SEC's website at
www.sec.gov. Free copies of these reports, statements and other information may
also be obtained from Sirenza or the Company.



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