UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____1_____)*
Vari-L Co., Inc.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
922150107
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
(A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Forstmann-Leff Associates Inc.
13-3131718
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF
SHARES 298,300 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING None
PERSON
WITH
7 SOLE DISPOSITIVE POWER
380,900 shares
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
380,900 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.0%
12 TYPE OF REPORTING PERSON
IA, CO
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FLA Asset Management, Inc.
13-29256626
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES None
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING None
PERSON
WITH
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON
IA, CO
<PAGE>
Item 1(a) NAME OF ISSUER:
Vari-L Co., Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
11101 E. 51st. Avenue
Denver, CO 80239
Item 2(a) NAME OF PERSON FILING:
See Item 1 of the cover pages attached hereto
Item 2(b) Address of Principal Business Office, or if none,
residence:
55 East 52nd Street
New York, New York 10055
Item 2(c) CITIZENSHIP:
See Item 4 of the cover pages attached hereto
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01
Item 2(e) CUSIP NUMBER:
922150107
Item 3 Forstmann-Leff Associates Inc., a New York corporation,
is a registered investment adviser under Section 203 of
the Investment Advisers Act of 1940 (the "Act"). FLA
Asset Management, Inc. is a registered investment adviser
under the Act and a subsidiary of Forstmann-Leff
Associates Inc.
Item 4 OWNERSHIP:
(a) Amount beneficially owned:
See Item 9 of the cover pages attached hereto
(b) Percent of Class:
See Item 11 of the cover pages attached hereto
(c) See Items 5 through 8 of the cover pages attached hereto
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:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the
effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
<PAGE>
<PAGE>
SIGNATURES
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.
November 11, 1996
FORSTMANN-LEFF ASSOCIATES INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Chief Operating Officer
FLA ASSET MANAGEMENT, INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
and Chief Operating Officer
<PAGE>
<PAGE>
Exhibit A
AGREEMENT
The undersigned, Forstmann-Leff Associates Inc. and FLA Asset
Management, Inc., agree that the statement to which this exhibit is
appended is filed on behalf of both of them.
November 11, 1996
FORSTMANN-LEFF ASSOCIATES INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Chief Operating Officer
FLA ASSET MANAGEMENT, INC.
By: /s/ Peter A. Lusk
Peter A. Lusk
Executive Vice President
and Chief Operating Officer
