This paper describes a new special purpose Variable Gain Amplifier (VGA) using 0.5µm digital CMOS process. The new architecture allows the gain to be varied more than 20dB, and does not trade bandwidth for gain. Despite low power consumption (22mW) from a 3.3 Volt supply, the circuit has 310MHz -3dB bandwidth and shows low THD (-45dB) over its full frequency range. The new VGA architecture does not use any capacitor or resistor array for gain adjustment, thus it is very compact (0.14mm 0.26mm) and requires less power than conventional designs.