UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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
Joseph H. Kiser
2) Check the Appropriate Box if a Member of a Group*
Not Applicable
(a)
(b)
3) SEC USE ONLY
4) Citizenship or Place of Organization
U.S.
Number of Shares 5) Sole Voting Power 589,043
Beneficially Owned 6) Shared Voting Power 116,800
By Each Reporting 7) Sole Dispositive Power 589,043
Person With 8) Shared Dispositive
Power 116,800
9) Aggregate Amount Beneficially Owned by Each Reporting Person
705,843
10) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
Not Applicable
11) Percent of Class Represented by Amount in Row (11)
13.0%
12) Type of Reporting Person
IN
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Nora L. Kiser
2) Check the Appropriate Box if a Member of a Group*
Not Applicable
(a)
(b)
3) SEC USE ONLY
4) Citizenship or Place of Organization
U.S.
Number of Shares 5) Sole Voting Power 116,800
Beneficially Owned 6) Shared Voting Power 0
By Each Reporting 7) Sole Dispositive Power 116,800
Person With 8) Shared Dispositive
Power 0
9) Aggregate Amount Beneficially Owned by Each Reporting Person
116,800
10) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
11) Percent of Class Represented by Amount in Row (11)
2.3%
12) Type of Reporting Person
IN
AMENDMENT NO. 3 TO
SCHEDULE 13G FOR
JOSEPH H. KISER
AND
NORA L. KISER
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: Joseph H. Kiser and Nora L. Kiser.
Item 2(b) Address of Principal Business Office or, if None,
Residence: The address of the principal business office of
Mr. Kiser is 4895 Peoria Street, Denver, Colorado 80239.
Mrs. Kiser's residence address is 4873 S. Crystal Street,
Aurora, Colorado 80015.
Item 2(c) Citizenship: Mr. Kiser is a United States Citizen. Mrs.
Kiser 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. Kiser is the sole
beneficial owner of 589,043 shares of Common Stock as
of December 31, 1997 Includes 250,00 shares issuable
to Mr. Kiser upon the exercise of outstanding stock
options exercisable on December 31, 1997, or within 60
days thereafter. Also includes 116,800 shares
beneficially owned by Mr. Kiser by virtue of his
acting as co-trustee with Mrs. Kiser pursuant to
certain trust agreements and 131,063 shares
beneficially owned by Mr. Kiser by virtue of his
acting as the sole trustee pursuant to certain other
trust agreements.
Mrs. Kiser is the beneficial owner of 116,800
shares of Common Stock as of December 31, 1997. All
of such shares are beneficially owned by Mrs. Kiser
by virtue of her acting as co-trustee with Mr. Kiser
pursuant to certain trust agreements.
(b) Percent of Class: Mr. Kiser shares represent
13.0% of the shares of Common Stock outstanding (based
on the 5,185,588 shares of Common Stock reported to be
outstanding on September 30, 1997 in the Vari-L
Company, Inc. Quarterly Report on Form 10-QSB for the
fiscal quarter ended September 30, 1997.)
Mrs. Kiser shares represent 2.3% of the
shares of Common Stock outstanding (based on the
5,185,588 shares of Common Stock reported to be
outstanding on September 30, 1997 in the Vari-L
Company, Inc. Quarterly Report on Form 10-QSB for the
fiscal quarter ended September 30, 1997.)
(c) Number of shares as to which Mr. Kiser has:
(i) sole power to vote or to direct the
vote: 589,043 shares.
(ii) shared power to vote or to direct the
vote: 116,800 shares.
(iii) sole power to dispose or to
direct the disposition of: 589,043 shares.
(iv) shared power to dispose or to
direct the disposition of: 116,800 shares.
Number of shares as to which Mrs. Kiser has:
(i) sole power to vote or to direct the vote:
-0- shares.
(ii) shared power to vote or to direct the vote:
116,800 shares.
(iii) sole power to dispose or to
direct the disposition of: -0- shares.
(iv) shared power to dispose or to direct
the disposition of: 116,800 shares.
Item 5 Ownership of Five Percent or Less of a Class.
Mr. Kiser continues to beneficially own more than
five percent of the Common Stock. Mrs. Kiser is not a
beneficial owner of more than five percent of the Common
Stock.
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 9, 1998 /s/Joseph H.Kiser
Joseph H. Kiser
Dated: February 9, 1998 /s/Nora L. Kiser
Nora L. Kiser
