UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                  FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        For Quarter Ended June 30, 1998
                         Commission File Number 0-11353


                          CIRCUIT RESEARCH LABS, INC.
             (Exact name of registrant as specified in its charter)

             Arizona                                    86-0344671
        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)              Identification No.)

       2522 West Geneva Drive, Tempe, Arizona                     85282 
       (Address of Principal executive office)                 (Zip Code)

                         Registrant's telephone number,
                              including area code

                                 (602) 438-0888

                                  172743 20 5
                                 (CUSIP Number)

      Indicate  by check  mark whether the  registrant (1)  has filed all
      reports  required  to  be  filed  by Section  13  or  15(d)  of the
      Securities  Exchange Act of 1934 during the preceding 12 months (or
      for  such shorter period  that the registrant was  required to file
      such   reports),  and   (2)  has   been  subject   to  such  filing
      requirements for the past 90 days.


                YES    X                           NO          

      Indicate  the number of shares outstanding  of each of the issuer's
      classes  of common stock, as of the  close of the period covered by
      this report.

                                             Outstanding at
                  Class                      June 30, 1998

             Common stock, $.10 par value     410,182<PAGE>



                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                                     INDEX



                                                             Page
                                                            number



      Part I.  FINANCIAL INFORMATION:



          Item 1. Financial Statements

              Consolidated Condensed Balance Sheets
                June 30, 1998 (Unaudited) and
                December 31, 1997                             2

              Consolidated Condensed Statements of
                Operations - Three and six months ended
                June 30, 1998 and 1997 (Unaudited)            4

              Consolidated Condensed Statements of Cash

                Flows -  Six months ended June 30, 1998
                and 1997 (Unaudited)                          5

              Notes to Consolidated Condensed Financial 
                Statements (Unaudited)                        6
       

          Item 2. Management's Discussion and Analysis
                of Financial Condition and Results
                of Operations                                 8




      Part II. OTHER INFORMATION:


          Item 5.   Other Information                        11

          Item 6.  Exhibits and Reports on Form 8-K          11

          Signatures                                         12









                                       Page 1<PAGE>



                         PART I. FINANCIAL INFORMATION

      Item 1. Financial Statements

                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                     CONSOLIDATED CONDENSED BALANCE SHEETS

                                                     June 30, December 31

                                                       1998        1997  
                                                     (Unaudited)

      ASSETS

      CURRENT ASSETS:
          Cash and cash equivalents                   $287,756   $119,851
          Securities available-for-sale                512,157     89,607
          Accounts receivable, less allowance for 
             doubtful accounts of $6,520               107,637    112,320

          Inventories:
             Raw materials and supplies                154,874    176,439
             Work in process                           322,740    289,690
             Finished goods                            478,345    416,996


             Total inventories                         955,959    883,125

          Prepaid expenses and other                    70,593     58,346

             Total current assets                    1,934,102  1,263,249

      PROPERTY, PLANT AND EQUIPMENT:
          Land                                         130,869    130,869
          Building and improvements                    503,000    497,004
          Furniture and fixtures                       305,072    300,628
          Machinery and equipment                      602,561    599,864


          Total                                      1,541,502  1,528,365
          Less accumulated depreciation              1,026,720    996,810

             Property, plant and equipment - net       514,782    531,555


      OTHER ASSETS - NET                                 9,869     51,794

      TOTAL                                         $2,458,753 $1,846,598


                                                    (continued)






                                       Page 2<PAGE>



                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                     CONSOLIDATED CONDENSED BALANCE SHEETS


                                           June 30,December 31
                                                        1998        1997      
             (Unaudited)
      LIABILITIES AND STOCKHOLDERS' EQUITY

      CURRENT LIABILITIES:

          Accounts payable                            $137,107   $ 53,382
          Accrued salaries and benefits                 50,967     63,086
          Accrued professional fees                     19,185     29,302
          Customer deposits                             14,043     26,180
          Other accrued expenses and liabilities        19,802      7,315
          Long-term debt - current portion              11,000     16,481

             Total current liabilities                 252,104    195,746


      LONG-TERM DEBT - LESS CURRENT PORTION              9,961    105,656

             Total liabilities                         262,065    301,402


      STOCKHOLDERS' EQUITY:
          Preferred stock, $100 par value - authorized
             500,000 shares, none issued
          Common stock, $.10 par value - authorized
             20,000,000 shares, 597,682 shares issued   59,768     59,768
          Additional paid-in capital                 1,247,240  1,247,240
          Retained earnings                          1,062,246    238,188
          Unrealized appreciation on securities 
          available-for-sale                             9,074           
          
                                                     2,378,328  1,545,196

          Less common stock in treasury - at cost,
          187,500 shares                              (181,640)          
                
             Total stockholders' equity              2,196,688  1,545,196

      TOTAL                                         $2,458,753 $1,846,598

      See   accompanying  notes   to  consolidated   condensed  financial
      statements.









                                       Page 3<PAGE>



                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (Unaudited)

                                  Three Months Ended     Six Months Ended
                                         June 30,        June 30,
                                      1998      1997      1998      1997

      NET SALES                   $324,665   $506,287  $841,875$1,017,139

      COST OF GOODS SOLD           149,830    277,351   370,735   484,188
                                         -

          Gross profit             174,835    228,936   471,140   532,951

      OPERATING EXPENSES:
          Selling, general and 
          administrative           303,460    224,607   525,337   472,343
          Research and development  57,350     54,513   113,339   105,213

          Total operating expenses 360,810    279,120   638,676   577,556

      LOSS FROM OPERATIONS        (185,975)   (50,184)  (167,536) (44,605)

      OTHER INCOME (EXPENSE):
          Proceeds from officer's

          life insurance in excess
          of cash surrender value                     1,000,681
          Interest and other income  7,240      2,189    10,069     3,776
          Interest expense                     (3,223)  (19,156)   (6,526)

          Total other income(expense)7,240     (1,034)  991,594    (2,750)

      LOSS) INCOME BEFORE INCOME
       TAXES                      (178,735)   (51,218)  824,058   (47,355)

      INCOME TAX  EXPENSE                                           3,050


      NET (LOSS) INCOME         $ (178,735) $ (51,218)$  824,058 $(50,405)
                 
      (LOSS) INCOME PER COMMON
       SHARE -
          Basic                     $(.38)      $( .09)    $1.54  $ (.08)
          Diluted                   $(.38)      $( .09)    $1.53  $ (.08)
                                               
      WEIGHTED AVERAGE NUMBER OF
          COMMON SHARES  OUTSTANDING -
          Basic                    472,682    597,682   535,182   597,682
          Diluted                  472,682    597,682   537,815   597,682
                                                                    
      See  accompanying   notes  to  consolidated  condensed
      financial statements.



                                       Page 4<PAGE>



                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                                         Six Months Ended
                                                           June 30,
                                                        1998     1997  
      OPERATING  ACTIVITIES:

      NET  INCOME (LOSS)                           $ 824,058   $(50,405)
      ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) 
      TO NET CASH USED IN OPERATING ACTIVITIES:

         Depreciation and amortization                30,749     39,768
         Proceeds from officer's life insurance in
        excess of cash surrender value            (1,000,681)
         Changes in assets and liabilities:
            Accounts receivable                        4,683      2,666
           Inventories                               (72,834)    10,704
            Prepaid expenses and other assets         (3,531)     1,940
            Accounts payable, accrued expenses and
           customer deposits                          61,839    (49,437)
      NET CASH USED IN OPERATING ACTIVITIES         (155,717)   (44,764) 
       
      INVESTING ACTIVITIES:
         Proceeds from officer's life insurance               1,033,051

         Purchase of securities                     (948,156)  ( 59,477)
         Proceeds from sale or maturity of 
        securities                                   534,680    167,961
         Capital expenditures                        (13,137)    (9,283)
      NET CASH PROVIDED BY INVESTING ACTIVITIES      606,438     99,201

      FINANCING ACTIVITIES:
         Principal payments on  long-term debt      (101,176)   (10,464)
         Purchase of treasury shares                (181,640)            
      NET CASH USED IN FINANCING ACTIVITIES         (282,816)   (10,464)

      NET INCREASE IN CASH AND CASH EQUIVALENTS      167,905     43,973


      CASH AND CASH EQUIVALENTS
         AT BEGINNING OF PERIOD                      119,851     48,048

      CASH AND CASH EQUIVALENTS
         AT END OF PERIOD                           $287,756   $ 92,021

      SUPPLEMENTAL CASH FLOW INFORMATION
         Cash paid for interest                                 $ 6,526
         Cash paid for income taxes                             $ 3,050
         Non cash investing activities - unrealized
        appreciation of securities available-for-sale $9,074


      See accompanying notes to consolidated condensed financial
      statements.


                                       Page 5<PAGE>





                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

      1.    The  Consolidated  Condensed  Financial  Statements  included
      herein  have been prepared by Circuit Research Labs, Inc. ("CRL" or
      the  "Company"),  pursuant  to  the rules  and  regulations  of the
      Securities  and  Exchange Commission.   The  Consolidated Condensed
      Balance  Sheet as of  June 30, 1998 and  the Consolidated Condensed
      Statements  of Operations for  the three and six  months ended June
      30,  1998  and 1997  and the  Consolidated Condensed  Statements of
      Cash  Flows for the  six months ended  June 30, 1998  and 1997 have
      been prepared without audit.

      Certain  information  and  note  disclosures  normally  included in
      financial   statements  prepared   in  accordance   with  generally
      accepted  accounting  principles  have  been  condensed  or omitted
      pursuant  to  such  rules  and  regulations,  although  the Company
      believes  that the disclosures are adequate to make the information
      presented  not misleading.  It is suggested that these Consolidated
      Condensed  Financial  Statements be  read  in conjunction  with the
      consolidated  financial  statements and  notes thereto  included in
      the  Company's  Annual Report  on Form  10-KSB  for the  year ended
      December 31, 1997.

      In  the opinion of management, the Consolidated Condensed Financial
      Statements  for  the  unaudited  interim  periods  presented herein
      include  all  adjustments,  consisting  only  of  normal  recurring
      adjustments,  necessary to present a  fair statement of the results
      of  operations for such interim periods.  Net operating results for
      any  interim  period  may not  be  comparable to  the  same interim
      period  in  previous  years,  nor  necessarily  indicative  of  the
      results that may be expected for the full year. 

      2.  The following is a reconciliation of the numerators and
      denominators of basic and diluted income per share for the six
      month period ended June 30, 1998 as required by Statement of
      Financial Accounting Standards ("SFAS") No. 128, Earnings per
      Share. For the three months ended June 30, 1998 and the three and
      six months ended June 30, 1997, the effects of 15,312 total shares
      related to options to purchase common stock were not used for
      computing diluted earnings per share because the results would be
      antidulitive.

                         Six months ended June 30, 1998         
                  Income              Shares           Per-Share
                (Numerator)         (Denominator)      Amounts
                $  824,058           535,182          $   1.54

                                       2,633
                $  824,058           537,815          $   1.53


                                       Page 6<PAGE>



                                                 

      3. The Company adopted SFAS No. 130, Reporting Comprehensive
      Income, on January 1, 1998. Comprehensive (loss) income for the
      three and six months ended June 30, 1998 was $(169,661) and
      $833,132, respectively. Comprehensive loss for the three and six
      months ended June 30, 1997 was the same as net loss for these
      periods.

      4.  Ronald R. Jones, who was the President and a Director and
      Chief Executive Officer of the Company, died on January 1, 1998.
      At a special meeting of the Board of Directors of the Company on
      January 2, 1998, Gary D. Clarkson was appointed President and
      Chief Executive Officer.  Mr. Clarkson had been the
      Secretary/Treasurer and a Director of the Company, and was
      co-founder of the Company with Ronald Jones in 1974.

      On February 6, 1998, the Company received approximately $1,033,000
      as proceeds of an insurance policy payable upon the death of
      Ronald Jones. Pursuant to an agreement between the Company and
      Ronald R. Jones, the Company  repurchased all of Ronald R. Jones'
      187,500 shares from the estate of Ronald R. Jones for $181,640 on
      May 5, 1998. 

      5. Until March 31, 1998, Circuit  Research Labs, Inc. was listed
      on the NASDAQ Small Cap market. NASDAQ has raised its requirements
      for continued listing. It now requires among other criteria, a
      public float of 500,000 shares, and the Company's public float is
      approximately 295,000 shares. "Public float" is defined as shares
      that are not held directly or indirectly by any officer or
      director of the issuer and by any other person who is the
      beneficial owner of more than 10% of the total shares outstanding.
      NASDAQ also requires a minimum market value of the public float to
      be $1,000,000. The bid price on March 31, 1998 for the Company's
      common stock was $2.00. The highest bid price
      in 1997 was $2.19. The market value of the Company's public float
      at March 31, 1998 was approximately $590,000. In addition, the
      Company did not meet other new monetary tests. While the Company's
      common shares are no longer listed on the NASDAQ Small Cap market,
      as of April 1, 1998, the shares have been listed on the OTC
      Bulletin Board. 

      6. On May 31, 1998, Gary M. Hamker resigned as a member of the    
      Company's Board of Directors.

      7. On July 16, 1998, the Company paid Royce T. Jones $98,000 as a
      settlement of any and all claims that Royce T. Jones or the
      Estate of Ronald R. Jones, may have had against  the Company.
      Such amount was accrued at June 30, 1998 and is included in
      selling, general and administrative expenses for the three
      months ended June 30, 1998. On July 21, 1998, Royce T. Jones
      resigned as a member of the Company's Board of Directors.


                                       Page 7<PAGE>




      Item.  2

                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS



            Liquidity and Capital Resources 



            The   Company  had  net   working  capital  of  approximately
      $1,682,000  and the ratio of  current assets to current liabilities
      was  7.67 to 1 at June 30, 1998.  At December 31, 1997, the Company
      had  net working capital of  approximately $1,068,000 and a current
      ratio of 6.45 to 1. 

            In   February  1998,  the   Company  received  $1,033,000  as
      proceeds  of an insurance  policy payable upon the  death of Ronald
      R.  Jones. In  March 1998, the  Company paid off  the balance, plus
      accrued  interest and early payment premium,  on  the mortgage note
      collateralized  by the Company's operating facility. Pursuant to an
      agreement  between the Company  and Ronald R. Jones,  the Company  
      repurchased  all of Ronald R. Jones' 187,500 shares from the estate
      of  Ronald R. Jones for $181,640 on May  5, 1998. In July 1998, the
      Company  paid Royce T. Jones $98,000 as a settlement of any and all
      claims  that Royce T. Jones or the  Estate  of Ronald R. Jones, may
      have had against the Company.

            Securities  increased from  $90,000 at  December 31,  1997 to
      $512,000  at June 30, 1998.  The increase was the result of the use
      of  the proceeds  of the  insurance policy  mentioned above  and an
      increase  in  the  unrealized  appreciation  on  the  securities of
      $9,000.  The estimated  fair value  of the Company's  securities at
      June 30, 1998 was $512,000.


            Accounts   receivable  of  $108,000  at  June  30,  1998  was
      comparable  to $112,000  at December 31,  1997. Accounts receivable
      as  a percentage of sales for the  three months ended June 30, 1998
      was  33% as compared to 30% for the three months ended December 31,
      1997. 

            Total  inventories were $956,000 at June 30, 1998 compared to
      total  inventories of $883,000  at December 31,  1997. The increase
      is  the  result of  lower  than expected  sales for  the  first six
      months of 1998. 

            Net  cash used in operating activities increased from $45,000
      for  the six  months ended  June 30, 1997  to $156,000  for the six
      months  ended  June  30,  1998,  primarily  as  the  result of  the


                                       Page 8<PAGE>



      increase  in the loss from operations  from $45,000 to $168,000 for
      the comparable periods.

            The  Company believes its future liquidity  needs will be met
      by  a combination of cash  generated from operating activities, the
      reduction  of investments, and existing  cash balances. The company
      does   not  have  any  available  credit  facilities.  The  Company
      presently does not have any commitments for capital expenditures.



                                       Page 9<PAGE>



                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

            Results of Operations

            Net  sales for  the second  quarter of 1998  totaled $325,000
      compared  to  the second  quarter sales  in  1997 of  $506,000. The
      Company  continues to  experience slower demand  across its product
      lines, in both domestic and international markets. 


            Cost  of  goods sold  was  46% of  net sales  for  the second
      quarter  ended June 30, 1998   compared to 55%  for the same period
      in  1997. In the second quarter  of 1997, the Company experienced a
      temporary  increase in production costs on CRL's main product line.
      The  cost of  goods sold  for the six  month period  ended June 30,
      1998 was 44% compared to 48% for the same period of 1997.

            Selling,  general and  administrative expenses  were $303,000
      in  the second  quarter of  1998 compared  to selling,  general and
      administrative  expenses  of  $225,000 for  the  second  quarter of
      1997.  Selling, general  and administrative  expenses were $525,000
      in  the  six  months ended  June  30,   1998  compared  to selling,
      general  and administrative expenses of $472,000 for the six months
      ended  June 30,   1997. There  was an overall  decrease in selling,
      general  and administrative expenses in 1998 except for the accrual
      of  the payment of  $98,000 as a  settlement of any  and all claims
      that  Royce T. Jones  or the Estate   of Ronald R.  Jones, may have
      had against the Company.

            Research  and development  expense in  the second  quarter of
      1998  totaled $57,000,   compared to the 1997  second quarter total
      of $55,000. 

            Proceeds  from the gain on officer's life insurance in excess
      of  cash  surrender  value  of $1,001,000  was  the  result  of the
      proceeds  of an insurance  policy payable upon the  death of Ronald
      R. Jones.

            Interest  and other income  of $7,200 for  the second quarter
      of  1998 compared  to $2,200  for the  second quarter of  1997. The
      increase  was the result of more funds  invested as a result of the
      insurance proceeds.

            In  March  1998,  the  Company  paid  off  the balance,  plus
      accrued  interest and early payment premium,  on  the mortgage note
      collateralized  by the Company's  operating facility, therefore the
      Company  incurred no interest expense  during the second quarter of
      1998.  Interest expense  of $3,200 for  the second  quarter of 1997
      consists of the interest cost on this mortgage.



                                       Page 10<PAGE>



            For  the six months ended  June 30, 1998,  there is no income
      tax  provision primarily  because the proceeds  from officer's life
      insurance  is not  expected to be  included in  taxable income, and
      any  remaining income tax benefit has been offset by an increase in
      the  valuation  allowance, as  utilization of  such benefit  is not
      reasonably assured.

            Net  loss  for  the  second  quarter  of  1998  was  $179,000
      compared  to a net loss of $51,000  for the second quarter of 1997.
      The  increase in  the loss  was   primarily due  to the  decline in
      gross  profit resulting from lower net sales as well as the accrual
      of the payment to Royce T. Jones discussed above.

            The inability of computers, software and other equipment
      utilizing microprocessors to recognize and properly process data
      fields containing a 2 digit year is commonly referred to as the
      Year 2000 compliance issue. The Company expects to be Year 2000
      compliant by year end 1998 by continuing to upgrade its current
      accounting and financial software. The Company's accounting
      software for its financial systems is under a maintenance contract
      which covers Year 2000 compliance, so no additional costs are
      expected to be incurred. 

            This 10QSB includes "forward-looking" statements within the
      meaning of the Private Securities Litigation Reform Act of 1995.

      Management's anticipation of future events is based upon
      assumptions regarding levels of competition, research and
      development results, raw material markets, the markets in which
      the Company operates, and stability of the regulatory environment.
      Any of these assumptions could prove inaccurate, and therefore
      there can be no assurance that the forward-looking information
      will prove to be accurate.




                                       Page 11<PAGE>





                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES




                         Part II. OTHER INFORMATION

      Item 5. Other Information

      The Company's common shares are no longer listed on the NASDAQ
      Small Cap market, but as of April 1, 1998, the shares have been
      listed on the OTC Bulletin Board.  

      On May 5, 1998,  pursuant to an agreement between the Company
      and Ronald R. Jones, the Company repurchased all of Ronald R.
      Jones' 187,500 shares from the estate of Ronald R. Jones for
      the price of  $181,640.

      Item 6.  Exhibits and Reports on Form 8-K

            (a) Exhibits included herein:

                           3.(ii)    Bylaws of Registrant, dated as of
                           February 28,  1978, as amended May 21, 1998. 

            (b) Reports on Form 8-K -  8-K filed on August 11, 1998



                                       Page 12<PAGE>



                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES


                                   SIGNATURES



      Pursuant  to  the requirements  of the  Securities Exchange  Act of
      1934,  the Registrant has  duly caused this report  to be signed on
      its behalf by the undersigned hereunto duly authorized.




                                        Registrant

                                        CIRCUIT RESEARCH LABS, INC.

                                        DATE:  August 14, 1998
                                        BY /s/Gary D. Clarkson       
                                        Gary D. Clarkson

                                        President (Authorized Officer for
                                        signature)



                                       Page 13<PAGE>




                                                                        
                                    BYLAWS
                                       OF
                          CIRCUIT RESEARCH LABS, INC.


                           I.   CORPORATION ARTICLES

           1.01.      Reference to Articles.  Any reference herein made
      to the corporation's articles will be deemed to refer to its
      articles of incorporation and all amendments thereto as at any
      given time on file with the Arizona Corporation Commission,
      together with any and all certificates filed by the corporation
      with the Arizona Corporation Commission (or any successor to its
      functions) pursuant to applicable law.

           1.02.      Seniority. The articles will in all respects be
      considered senior and superior to these bylaws, with any
      inconsistency to be resolved in favor of the articles, and with
      these bylaws to be deemed automatically amended from time to time
      to eliminate any such inconsistency which may then exist.


                           II.   CORPORATION OFFICES


           2.01.      Known Place of Business.  The known place of
      business of the corporation in the State of Arizona shall be the
      office of its statutory agent unless otherwise designated in the
      articles.  The corporation may have such other offices, either
      within or without the State of Arizona, as the board of directors
      may designate or as the business of the corporation may require
      from time to time.

           2.02.      Change Thereof.  The board of directors may change
      the corporation's known place of business or its statutory agent
      from time to time by filing a statement with the Arizona
      Corporation Commission pursuant to applicable law.


                              III.   SHAREHOLDERS

           3.01.      Annual Meetings.  Each annual meeting of the
      shareholders is to be held on the second Tuesday in the month of
      May of each year, commencing with the year 1983 (unless that day
      be a legal holiday, in which event the annual meeting shall be
      held on the next succeeding business day) at a time and place as
      determined by the board of directors, or in the absence of action
      by the board, as set forth in the notice given, or waiver signed,
      with respect to such meeting pursuant to Section 3.03 below.  At
      the annual meeting, shareholders shall elect a board of directors
      and transact such other business as may be properly brought before
      the meeting.  If any annual meeting is for any reason not held on

                                       Page 14<PAGE>



      the date determined as set forth above, a deferred annual meeting
      may thereafter be called and held in lieu thereof, at which the
      same proceedings (including the election of officers) may be
      conducted.  Any director elected at any annual meeting, deferred
      annual meeting or special meeting will continue in office until
      the election of his successor, subject to his earlier resignation
      pursuant to Section 7.01 below.

           3.02.     Special Meetings.  Special meetings of the
      shareholders may be held whenever and wherever called for by the
      chairman of the board, the president or the board of directors, or
      by the written demand of the holders of not less than 30% of all
      issued and outstanding shares of the corporation entitled to vote
      at any such meeting.  Any written demand by shareholders shall
      state the purpose or purposes of the proposed meeting, and
      business to be transacted at any such meeting shall be confined to
      the purposes stated in the notice thereof, and to such additional
      matters as the chairman of the meeting may rule to be germane to
      such purposes.

           3.03.     Notices.  Not less than ten (10) nor more than
      fifty (50) days (inclusive of the date of meeting) before the date
      of any meeting of the shareholders and at the direction of the
      person or persons calling the meeting, the secretary of the
      corporation will cause a written notice setting forth the time,
      place and general purposes of the meeting to be deposited in the
      mail, with first class or airmail postage prepaid, addressed to
      each shareholder of record at his last address as it appears on
      the corporation's records on the applicable record date.  Any
      shareholder may waive call or notice of any annual, deferred
      annual or special meeting (and any adjournment thereof) at any
      time before, during which or after it is held.  Attendance of a
      shareholder at any such meeting in person or by proxy will
      automatically evidence his waiver of call and notice of such
      meeting (and any adjournment thereof) unless he or his proxy is
      attending the meeting for the express purpose of objecting to the
      transaction of business because the meeting has not been properly
      called or noticed.  No call or notice of a meeting of the
      shareholders will be necessary if each shareholder waives the same
      in writing or by attendance.

           3.04.      Shareholders of Record.  For the purpose of
      determining shareholders entitled to notice of or to vote at any
      meeting of shareholders (and at any adjournment of such meeting),
      or shareholders entitled to consent to corporate action without a
      meeting or shareholders entitled to receive payment of any
      dividend, or for any other lawful action, the board of directors
      may fix in advance a record date which shall not be more than
      sixty (60) nor less than ten (10) days prior to the date of such
      meeting or any such other action.

      If no record date is fixed by the board of directors for
      determining shareholders entitled to notice of, and to vote at, a

                                       Page 15<PAGE>



      meeting of shareholders, the record date shall be at four o'clock
      in the afternoon on the day before the day on which notice is
      given, or, if notice is waived, at the commencement of the
      meeting.  If no record date is fixed for determining shareholders
      entitled to express written consent to corporate action without a
      meeting, the record date shall be the time of the day on which the
      first written consent is served upon an officer or director of the
      corporation.

      A determination of shareholders of record entitled to notice of,
      and to vote at, a meeting of shareholders shall apply to any
      adjournment of the meeting; provided, however, that the board of
      directors may fix a new record date for the adjourned meeting, and
      further provided that the adjournment or adjournments of any such
      meeting do not exceed thirty (30) days in the aggregate.

           3.05.      Shareholder Record.  The officer or agent having
      charge of the stock transfer books for shares of the corporation
      shall make, at least ten (10) days before every meeting of
      shareholders, a complete record of the shareholders entitled to
      vote at the meeting (and at any adjournment thereof), arranged in
      alphabetical order, showing the address and the number of shares
      registered in the name of each shareholder.  Such record shall be
      produced and kept open (i) at the office of the corporation prior
      to the time of the meeting, and (ii) at the time and place of the
      meeting; such record shall be subject to the inspection of any
      shareholder during such times for any purpose germane to the
      meeting. 

           3.06.     Proxies.  Any shareholder entitled to vote thereat
      may vote by proxy at any meeting of the shareholders (and at any
      adjournment thereof) which is specified in such proxy, provided
      that his or her proxy is executed in writing by such shareholder
      or his or her duly authorized attorney-in-fact.  No proxy shall be
      valid after eleven months from the date of its execution, unless
      otherwise specifically provided thereon.  The burden of proving
      the validity of any undated, irrevocable or otherwise contested
      proxy at a meeting of the shareholders will rest with the person
      seeking to exercise the proxy.  A telegram or cablegram appearing
      to have been transmitted by a shareholder or by his duly
      authorized attorney-in-fact may be accepted as a sufficiently
      written and executed proxy.

           3.07.     Voting.  Except for the election of directors
      (which will be governed by cumulative voting pursuant to
      applicable law) and except as may otherwise be required by the
      corporation's articles, these bylaws or by statute, each issued
      and outstanding share of the corporation (specifically excluding
      shares held in the treasury of the corporation) represented at any
      meeting of the shareholders in person or by a proxy given pursuant
      to Section 3.06 above, will be entitled to one vote on each matter
      submitted to a vote of the shareholders at such meeting.  Unless
      otherwise required by the corporation's articles or by applicable

                                       Page 16<PAGE>



      law, any question submitted to the shareholders will be resolved
      by a majority of the votes cast thereon, provided that such votes
      constitute a majority of the quorum of that particular meeting,
      whether or not such quorum is then present.  Voting will be by
      ballot on any question as to which a ballot vote is demanded prior
      to the time the voting begins, by any person entitled to vote on
      such question; otherwise, a voice vote will suffice.  No ballot or
      change of vote will be accepted after the polls have been declared
      closed following the ending of the announced time for voting.

           3.08.     Voting of Shares by Certain Holders.  Shares of the
      corporation held by another corporation may be voted by such
      corporation's officer, agent or proxy as its bylaws may prescribe,
      or in the absence of such bylaw provision, by any other person
      designated by resolution of its board of directors, and such
      officer, agent or other person so designated may vote such
      corporation's shares in this corporation in person or by proxy
      appointed by him.  

           Shares held by an administrator, executor, guardian or
      conservator may be voted by such representative, either in person
      or by proxy, without a transfer of such shares into his name.
      Shares standing in the name of a trustee, other than a trustee in
      bankruptcy, may be voted by such representative, either in person
      or by proxy, but no such trustee shall be entitled to vote shares
      held by him without a transfer of such shares into his name.

           Shares standing in the name of a receiver, trustee in
      bankruptcy, or assignee for the benefit of creditors may be voted
      by such representative, either in person or by proxy.  Shares held
      by or under the control of such a receiver or trustee may be voted
      by such receiver or trustee, either in person or by proxy, without
      the transfer thereof into his name if authority so to do be
      contained in an appropriate order of the court by which such
      receiver or trustee was appointed.

           A shareholder whose shares are pledged shall be entitled to
      vote such shares until the shares have been transferred into the
      name of the pledgee, and thereafter the pledgee shall be entitled
      to vote the shares so transferred.

           If shares stand in the names of two or more persons, whether
      fiduciaries, members of a partnership, joint tenants, tenants in
      common, tenants by the entirety or tenants by community property
      or otherwise, or if two or " more persons have the same fiduciary
      relationship respecting the same shares, unless the corporation is
      given written instrument or order appointing them or creating the
      relationship wherein it is so provided, their acts with respect to
      voting shall have the following effect: (1) If only one votes, his
      act binds, (2) if more than one votes, the act of the majority so
      voting binds all, and (3) if more than one votes, but the vote is
      evenly split on any particular matter, each faction may vote the
      shares in question proportionally.

                                       Page 17<PAGE>




           Shares standing in the name of a married woman but not also
      standing in the name of her husband with such a designation of the
      mutual relationship on the certificate, may be voted and all
      rights incident thereto may be exercised in the same manner as if
      she were married.

           Shares of its own stock belonging to the corporation or to
      another corporation, if a majority of the shares entitled to vote
      in the elections of directors of such other corporation is held,
      directly or indirectly, by the corporation, shall neither be
      entitled to vote nor counted for quorum purposes.  Nothing in this
      section shall be construed as limiting the right of the
      corporation to vote its own stock held by it in a fiduciary
      capacity.

           3.09.     Quorum.  At any meeting of the shareholders, the
      presence in person or by proxy of the holders of a majority of the
      shares of the corporation issued, outstanding and entitled to vote
      at the meeting will constitute a quorum of the shareholders for
      all purposes.  In the absence of a quorum, any meeting may be
      adjourned from time to time by its chairman, without notice other
      than by announcement at the meeting, until a quorum is formed.  At
      any such adjourned meeting at which a quorum is present, any
      business may be transacted which might have been transacted at the
      meeting as originally noticed. once a quorum has been formed at
      any meeting, the shareholders from time to time remaining in
      attendance may continue to transact business until adjournment,
      notwithstanding the prior departure of enough shareholders to
      leave less than a quorum. if an adjournment is for more than
      thirty (30) days, or if after the adjournment a new record date is
      fixed for the adjourned meeting, a notice of the adjourned meeting
      shall be given to each shareholder of record entitled to vote at
      the meeting.

           3.10.      Election Inspectors.  The board of directors, in
      advance of any meeting of the shareholders, may appoint an
      election inspector or inspectors to act at such meeting (and at
      any adjournment thereof).  If an election inspector or inspectors
      are not so appointed, the chairman of the meeting may, or upon
      request of any person entitled to vote at the meeting will, make
      such appointment.  If any person appointed as an inspector fails
      to appear or to act, a substitute may be appointed by the chairman
      of the meeting.  If appointed, the election inspector or
      inspectors (acting through a majority of them if there be more
      than one) will determine the number of shares outstanding, the
      authenticity, validity and effect of proxies and the number of
      shares represented at the meeting in person and by proxy; they
      will receive and count votes, ballots and consents and announce
      the results thereof; they will hear and determine all challenges
      and questions pertaining to proxies and voting; and, in general,
      they will perform such acts as may be proper to conduct elections


                                       Page 18<PAGE>



      and voting with complete fairness to all shareholders.  No such
      election inspector need be a shareholder of the corporation.

           3.11.      Organization and Conduct of Meetings.  Each
      meeting of the shareholders will be called to order and thereafter
      chaired by the chairman of the board of directors if there is one;
      or, if not, or if the chairman of the board is absent or so
      requests, then by the president; or if both the chairman of the
      board and the president are unavailable, then by such other
      officer of the corporation or such shareholder as may be appointed
      by the board of directors.  The corporation's secretary will act
      as secretary of each meeting of the shareholders; in his or her
      absence the chairman of the meeting may appoint any person
      (whether a shareholder or not) to act as secretary for the
      meeting.  After calling a meeting to order, the chairman thereof
      may require the registration of all shareholders intending to vote
      in person and the filing of all proxies with the election
      inspector or inspectors, if one or more have been appointed (or,
      if not, with the secretary of the meeting).  After the announced
      time for such filing of proxies has ended, no further proxies or
      changes, substitutions or revocations of proxies will be accepted.
      If directors are to be elected, a tabulation of the proxies so
      filed will, if any person entitled to vote in such election so
      requests, be announced at the meeting (or adjournment thereof)
      prior to the closing of the election polls.  Absent a showing of
      bad faith on his part, the chairman of a meeting will, among other
      things, have absolute authority to fix the period of time allowed
      for the registration of shareholders and the filing of proxies, to
      determine the order of business to be conducted at such meeting
      and to establish reasonable rules for expediting the business of
      the meeting (including any informal, or question and answer
      portions thereof).

           3.12.      Shareholder Approval or Ratification.  The board
      of directors may submit any contract or act or approval or
      ratification of the shareholders, either at a duly constituted
      meeting of the shareholders (the notice of which either includes
      mention of the proposed submittal or is waived pursuant to Section
      3.03 above) or by unanimous written consent to corporate action
      without a meeting pursuant to Section 3.14 below.  If any contract
      or act so submitted is approved or ratified by a majority of the
      votes cast thereon at such meeting or by such unanimous written
      consent, the same will be valid and as binding upon the
      corporation and all of its shareholders as it would be if it were
      the act of the shareholders.

           3.13.      Informalities and Irregularities.  All
      informalities or irregularities in any call or notice of a meeting
      of the shareholders or in the areas,. of credentials, proxies,
      quorums, voting and similar matters, will be deemed waived if no
      objection is made at the meeting.



                                       Page 19<PAGE>



           3.14.     Action by Shareholders Without a Meeting.  Any
      action required or permitted to be taken at a meeting of the
      shareholders of the corporation may be taken without a meeting if
      a consent in writing, setting forth the action so taken, is signed
      by all of the shareholders entitled to vote with respect to the
      subject matter thereof.  Such consent shall have the same effect
      as a unanimous vote of the shareholders of the corporation at a
      meeting duly called and noticed.



                                       Page 20




                            IV.   BOARD OF DIRECTORS

           4.01.      Membership. The board of directors will be
      comprised of not less than two (2) nor more than nine (9) members
      who need not be shareholders of the corporation.  The directors
      will regularly be elected at each annual meeting of the
      shareholders.  The board of directors will have the power to
      increase or decrease its size within the aforesaid limits and to
      fill any vacancies which may occur in its membership, whether
      resulting from an increase in the size of that board or otherwise,
      and shall hold office until the next meeting of the shareholders.
      Each director elected by the shareholders or the board of
      directors shall hold office until his or her successor is duly
      elected and qualified.

           4.02.     Regular Meetings.  A regular annual meeting of the
      board of directors is to be held as soon as practicable after the
      adjournment of each annual meeting of the shareholders, either at
      the place of the shareholders' meeting or at such other place as
      the directors elected at the shareholders' meeting may have been
      informed of at or prior to the time of their election.  Additional
      regular meetings may be held at regular intervals at such places
      and at such times as the board of directors may determine.


           4.03.      Special Meetings.  Special meetings of the board
      of directors may be held whenever and wherever called for by the
      chairman of the board, the president or the number of directors
      which would be required to constitute a quorum.

           4.04.      Notices. No notice need be given of regular
      meetings of the board of directors.  Written notice of the time
      and place (but not necessarily the purpose or all of the purposes)
      of any special meeting will be given to each director in person or
      via mail or telegram addressed to him at his latest address
      appearing on the corporation's records.  Notice to any director of

      any such special meeting will be deemed given sufficiently in
      advance when (i) if given by mail, the same is deposited in the
      mail, with first class or airmail postage prepaid, at least four
      days before the meeting date, or (ii) if personally delivered or
      given by telegram, the same is handed to the director, or the
      telegram is delivered to the telegraph office for fast
      transmittal, at least 48 hours prior to the convening of the
      meeting.  Any director may waive call or notice of any meeting
      (and any adjournment thereof) at any time before, during which or
      after it is held.  Attendance of a director at any meeting will
      automatically evidence his waiver of call and notice of such
      meeting (and any adjournment thereof) unless he is attending the
      meeting for the express purpose of objecting to the transaction of

      business because the meeting has not been properly called or
      noticed.  No call or notice of a meeting of directors will be
      necessary if each of them waives the same in writing or by

                                       Page 21<PAGE>



      attendance.  Any meeting, once properly called and noticed (or as
      to which call and notice have been waived) and at which a quorum
      is formed, may be adjourned to another time and place by a
      majority of those in attendance.

           4.05.      Quorum. A quorum for the transaction of business
      at any meeting or adjourned meeting of the board of directors will
      consist of a majority of those then in office. once a quorum has
      been formed, the directors from time to time remaining in
      attendance at such meeting prior to its adjournment will continue
      to be legally competent to transact business properly brought
      before the meeting, notwithstanding the prior departure from the
      meeting of enough directors to leave less than a quorum.

           4.06.     Voting.  Any matter submitted to a meeting of the
      board of directors will be resolved by a majority of the votes
      cast thereon.  In case of an equality of votes, the chairman of
      the meeting will have a second or deciding vote.

           4.07 Executive Committee.  The board of directors, by
      resolution adopted by a majority of the full board, may name one
      or more of its members as an executive committee.  Such executive
      committee will have and may exercise the powers of the board of
      directors in the management of the business and affairs of the
      corporation while the board is not in session, subject to such
      limitations as may be included in the board's resolution;
      provided, however, that such executive committee shall not have
      the authority of the board of directors in reference to the
      following matters: (1) the submission to shareholders of any
      action that requires shareholders' authorization or approval under
      applicable law; (2) the filling of vacancies on the board of
      directors; (3) the amendment or repeal of the bylaws, or the
      adoption of new bylaws; and (4) the fixing of compensation of
      directors for serving on the board or on any committee of the
      board of directors.  Any member of the executive committee may be
      removed, with or without cause,, by the board of directors.  In
      the event any vacancy occurs in the executive committee, it shall
      be filled by the board of directors.  A majority of those named to
      the executive committee will constitute a quorum.

           4.08.     Other Committees.  The board of directors, from
      time to time, by resolution adopted by a majority of the full
      board, may appoint other standing or temporary committees from its
      membership and vest such committees with such powers as the board
      may include in its resolution; provided, however, that such
      committees shall be restricted in their authority as specifically
      set forth with respect to the executive committee in Section 4.07
      above.  A majority of those named to any such committee will
      constitute a quorum.


           4.09.      Presumption of Assent.  A director of the
      corporation who is present at a meeting of the board of directors
      or of any committee at which action is taken on any matter will be

                                       Page 22<PAGE>



      presumed to have assented to the action taken unless his dissent
      is entered in the minutes of the meeting or unless he files his
      written dissent to such action with the person acting as secretary
      of the meeting before the adjournment thereof or forwards such
      dissent by registered or certified mail to the secretary of the
      corporation within two business days after the adjournment of the
      meeting.  A right to dissent will not be available to a director
      who voted in favor of the action.

           4.10.     Compensation.  By resolution of the board of
      directors, each director may be paid his expenses, if any, of
      attendance at each meeting of the board of directors or of any
      committee, and may be paid a fixed sum for attendance at each such
      meeting and/or a stated salary as a director or committee member.
      No such payment will preclude any director from serving the
      corporation in any other capacity and receiving compensation
      therefor.

           4.11.     Action by Directors Without a Meeting.  Any action
      required or permitted to be taken at a meeting of the board of
      directors or of any committee thereof may be taken without a
      meeting if all directors or committee members, as the case may be,
      consent thereto in writing.  Such consent shall have the same
      effect as a unanimous vote of the directors or committee members
      of the corporation at a meeting duly called and noticed.


           4.12.     Meetings by Conference Telephone.  Any member of
      the board of directors or of a committee of the board may
      participate in any meeting of the board or such committee by means
      of a conference telephone or similar communication equipment
      whereby all members participating in such meeting can hear one
      another.  Such participation shall constitute attendance in
      person, unless otherwise stated as provided in Section 4.04 above.

                            V.   OFFICERS - GENERAL

           5.01.      Elections and Appointments.  The board of
      directors will elect or appoint a president, one or more vice
      presidents, a secretary, and a treasurer, and may choose a
      chairman of the board.  The regular election or appointment of
      officers will take place at each annual meeting of the board of
      directors, but elections of officers may be held at any other
      meeting of the board.  A person elected or appointed to any office
      will continue to hold that office until the election or
      appointment of his successor, subject to action earlier taken
      pursuant to Sections 5.04 or 7.01 below.  Any two or more offices
      may be held by the same person, except the offices of president
      and secretary.

           5.02.     Additional Appointments.  In addition to the
      officers contemplated in Section 5.01 above, the board of
      directors may elect or appoint other corporate or divisional
      officers or agents with such authority to perform such duties as

                                       Page 23<PAGE>



      may be prescribed from time to time by the board of directors, by
      the president or, in the case of assistant officers (as, for
      example, one or more assistant secretaries) by his or their
      superior officer of any person so elected or appointed.  Each of
      such persons (in the order designated by the board) will be vested
      with all of the powers and charged with all of the duties of his
      or her superior officer in the event of such superior officer's
      absence or disability.

           5.03.      Bonds and Other Requirements.  The board of
      directors may require any officer to give bond to the corporation
      (with sufficient surety, and conditioned for the faithful
      performance of the duties of his or her office) and to comply with
      such other conditions as may from time to time be required of him
      or her by the board.

           5.04.     Removal; Delegation of Duties.  The board of
      directors may, whenever in its judgment the best interests of the
      corporation will be served thereby, remove any officer or agent of
      the corporation or temporarily delegate his powers and duties to
      any other officer or to any director.  Such removal or delegation
      shall be without prejudice to the contract rights, if any, of the
      person so removed or whose powers and duties have been delegated.
      Election or appointment of an officer or agent shall not of itself
      create contract rights.


           5.05.     Salaries.  The salaries of officers may be fixed
      from time to time by the board of directors or (except as to the
      president's own) left to the discretion of the president.  No
      officer will be prevented from receiving a salary by reason of the
      fact that he or she is also a director of the corporation.

                            VI.   SPECIFIC OFFICERS

           6.01.     Chairman of the Board.  The board of directors may
      elect a chairman to serve as a general executive officer of the
      corporation, and, if specifically designated as such by the board,
      as the chief executive officer of the corporation. if elected, the
      chairman will preside at all meetings of the board of directors
      and be vested with such other powers and duties as the board may
      from time to time delegate to him or her.

           6.02.     President and Vice President.  Unless otherwise
      specified by resolution of the board of directors, the president
      will be the chief executive officer of the corporation.  The
      president will supervise the business and affairs of the
      corporation and the performance by all of its other officers of
      their respective duties, subject to the control of the board of
      directors (and of its chairman, if the chairman has been
      specifically designated as chief executive officer of the
      corporation).  One or more vice presidents shall be elected by the
      board of directors to perform such duties as may be designated by
      the board or be assigned or delegated to them by the chief

                                       Page 24<PAGE>



      executive officer.  Any one of the vice presidents as authorized
      by the board will be vested with all of the powers and charged
      with all of the duties of the president in the event of his or her
      absence or inability to act.  Except as may otherwise be
      specifically provided in a resolution of the board of directors,
      the president or any vice president will be a proper officer to
      sign on behalf of the corporation, any deed, bill of sale,
      assignment, option, mortgage, pledge, note, bond, evidence of
      indebtedness, application, consent (to service of process or
      otherwise), agreement, indenture or other instrument of any
      significant importance to the corporation.  The president or any
      vice president may represent the corporation at any meeting of the
      shareholders of any other corporation in which this corporation
      then holds shares, and may vote this corporation's shares in such
      other corporation in person or by proxy appointed by him or her,
      provided that the board of directors may from time to time confer
      the foregoing authority upon any other person or persons.

           6.03.     Secretary.  The secretary will keep the minutes of
      meetings of the shareholders, board of directors and any
      committee, and all unanimous written consents of the shareholders,
      board of directors and any committee of the corporation, and will
      see that all notices are duly given in accordance with the
      provisions of these bylaws or as required by law.  The secretary
      will be custodian of the corporate seal and corporate records,
      and, in general, perform all duties incident to the office.
      Except as may otherwise be specifically provided in a resolution
      of the board of directors, the secretary and each assistant
      secretary will be a proper officer to take charge of the
      corporation's stock transfer books and to compile the voting
      record pursuant to Section 3.05 above, and to impress the
      corporation's seal on any instrument signed by the president, any
      vice president or any other duly authorized person, and to attest
      to the same.

           6.04.      Treasurer. The treasurer will keep full and
      accurate accounts of receipts and disbursements in books belonging
      to the corporation, and will cause all money and other valuable
      effects to be deposited in the name and to the credit of the
      corporation in such depositaries, subject to withdrawal in such
      manner, as may be designated by the board of directors.  He or she
      will render to the president, the directors and the shareholders
      at proper times an account of all his or her transactions as
      treasurer and of the financial condition of the corporation.  The
      treasurer shall be responsible for preparing and filing such
      financial reports, financial statements and returns as may be
      required by law.

                       VII.   RESIGNATIONS AND VACANCIES


           7.01.     Resignations.  Any director, committee member or
      officer may resign from his or her office at any time by written
      notice delivered or addressed to the corporation at its known

                                       Page 25<PAGE>



      place of business.  Any such resignation will be effective upon
      its receipt by the corporation unless some later time is fixed in
      such notice, and then from that time; the acceptance of a
      resignation will not be required to make it effective.

           7.02.      Vacancies. If the office of any director,
      committee member or officer becomes vacant by reason of his or her
      death, resignation, disqualification, removal or otherwise, the
      board of directors may choose a successor to hold office for the
      unexpired term.



                                  VIII.  SEAL

           8.01.      Form Thereof.  The board of directors may provide
      for a seal of the corporation which will have inscribed thereon
      the name of the corporation, the state and year of its
      incorporation and the words "Corporation Seal".


                   IX.   CERTIFICATES REPRESENTING SHARES

           9.01.      Form Thereof.  Each certificate representing
      shares of the corporation will be in such form as may from time to
      time be approved by the board of directors, will be consecutively

      numbered and will exhibit such information as may be required by
      applicable law.

           9.02.     Signatures and Seal Thereon.  All certificates
      issued for shares o the corporation (whether new, re-issued or
      transferred) will bear the signatures of the president or a vice
      president, and of the secretary or an assistant secretary, and the
      impression of the corporation's corporate seal, if any.  The
      signatures of such officers of the corporation and the impression
      of its corporate seal may be in facsimile form on any certificate
      which is countersigned by a transfer agent and/or registered by a
      registrar duly appointed by the corporation and other than the
      corporation itself or one of its employees. if a supply of
      unissued certificates bearing the facsimile signature of a person
      remains when that person ceases to hold the office of the
      corporation indicated on such certificates, they may still be
      countersigned, registered, issued and delivered by the
      corporation's transfer agent and/or registrar thereafter, the same
      as though such person had continued to hold the office indicated
      on such certificate.

           9.03.     Ownership.  The corporation will be entitled to
      treat the registered owner of any share as the absolute owner
      thereof and, accordingly, will not be bound to recognize any
      beneficial, equitable or other claim to, or interest in, such
      share on the part of any other person, whether or not it has
      notice thereof, except as may expressly be provided by applicable
      law.

                                       Page 26<PAGE>




           9.04.      Transfers. Transfers of shares of the corporation
      may be made on the stock transfer books of the corporation only at
      the direction of the person named in the certificate therefor (or
      by his or her duly authorized attorney-in-fact) and upon the
      surrender of such certificate.

           9.05.      Lost Certificates.  In the event of the loss,
      theft or destruction of any certificates representing shares of
      the corporation or of any predecessor corporation, the corporation
      may issue (or, in the case of any such shares as to which a
      transfer agent and/or registrar have been appointed, may direct
      such transfer agent and/or registrar to countersign, register and
      issue) a new certificate, and cause the same to be delivered to
      the owner of the shares represented thereby, provided that the
      owner shall have submitted such evidence showing the circumstances
      of the alleged loss, theft or destruction, and his ownership of
      the certificate, as the corporation considers satisfactory,
      together with any other facts which the corporation considers
      pertinent, and further provided that a bond shall have been
      provided in form and amount satisfactory to the corporation (and
      to its transfer agent and/or registrar, if applicable), unless the
      shares represented by the certificate lost, stolen or destroyed
      have at the time of the issuance of the new certificate a market
      value of $500 or less (as determined by the corporation on the
      basis of such information as it may select), in which case the
      requirements of a bond may be waived.  The corporation may act
      through its president, any vice president, its secretary or its
      treasurer for any purpose of this Section 9.05.

                                  X. DIVIDENDS

           10.01.     Subject to such restrictions or requirements as
      may be imposed by applicable law or the corporation's articles or
      as may otherwise be binding upon the corporation, the board of
      directors may from time to time declare and the corporation may
      pay dividends on shares of the corporation outstanding on the
      dates of record fixed by the board, to be paid in cash, in
      property or in shares of the corporation on or as of such payment
      or distribution dates as the board may prescribe.


                                XI.  AMENDMENTS

           11.01.     These bylaws may be altered, amended,
      supplemented, repealed or temporarily or permanently suspended, in
      whole or in part, or new bylaws may be adopted, at any duly
      constituted meeting of the shareholders or board of directors (the
      notice of which meeting either includes mention of the proposed
      action relative to the bylaws or is waived pursuant to Section

      3.03 or Section 4.04 above) or, alternatively, by unanimous
      written consent to corporate action without a meeting of the
      shareholders or the board of directors pursuant to Section 3.14 or

                                       Page 27<PAGE>



      Section 4.11 above.  If, however, any such action arises as a
      matter of necessity at any such meeting and is otherwise proper,
      no notice thereof will be required.

           The undersigned President and Secretary do hereby certify
      that the foregoing Bylaws were adopted by the Board of Directors
      of Circuit Research Labs, Inc. at their organizational and first
      meeting held February 28, 1978.





      Ronald R. Jones
      President




      Gary D. Clarkson
      Vice President & Secretary




                                       Page 28<PAGE>



      Amended May 21, 1998

      3.02.  Special Meetings.  Special meetings of the shareholders
        may be held whenever and wherever called for by the chairman of
        the board, the president or the board of directors, or by the
        written demand of the holders of not less than 50% of all issued and
        outstanding shares of the corporation entitled to vote at any such
        meeting.

        Any written demand by shareholders shall state the purpose or
        purposes of the proposed meeting, and business to be transacted at
        any such meeting shall be confined to the purposes stated in the
        notice thereof, and to such additional matters as the chairman of
        the meeting may rule to be germane to such purposes.


      Gary D.Clarkson
      President




      Dennis L. Drew
      Secretary Treasurer




                                       Page 29<PAGE>