In a variable gain amplifier, a base of a bipolar first transistor receives a first differential input signal. The emitter of the first transistor is connected in series between a first resistor and a MOSFET coupled to ground. An output of the amplifier is a current through the collector. The conductivity of the MOSFET controls a gain of the amplifier. A bipolar second transistor receives a second differential input signal, and the second transistor provides a modulated gate voltage to the MOSFET. The drain voltage of the MOSFET is modulated by the first differential input signal and thus undesirably generates distortion. To reduce the distortion, the modulated gate voltage causes the AC component for a certain DC voltage at the drain of the MOSFET to be lowered, improving linearity. Since no current source is used, the amplifier has a large headroom, allowing operation using a low operating voltage.