UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1

              [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the quarterly period ended June 30, 2002

                                       OR

              [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the transition period from ____________ to
                   ________________


                          Commission File No.: 0-11353

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

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



                  2522 West Geneva Drive, Tempe, Arizona 85282
               (Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (602) 438-0888

  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.  [X] Yes     [ ] No

  The number of shares outstanding of each class of our common equity as of
August 13, 2002 is as follows:

Class of Common Equity                      Number of Shares
----------------------                      ----------------
Common Stock, par value $.10                3,706,880


<PAGE>
                                EXPLANATORY NOTE

This Amendment No. 1 to Form 10-QSB/A includes a revised Item 6(a).  The revised
Item 6(a) adds Exhibits 10.7, 10.8, 10.9 and 10.10.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibits

    EXHIBIT
    NUMBER  DESCRIPTION

    2.1(1)  Asset Sale and Purchase Agreement, dated as of November 16, 2001,
            among Dialog4 System Engineering GmbH, Berthold Burkhardtsmaier,
            Cornelia Burkhardtsmaier, Friedrich Maier, Circuit Research Labs,
            Inc. and CRL Systems, Inc.
    10.1(1) Amendment to Existing Agreements and Closing Declaration, dated as
            of January 18, 2002, among Dialog4 System Engineering GmbH, Berthold
            Burkhardtsmaier, Cornelia Burkhardtsmaier, Friedrich Maier, Circuit
            Research Labs, Inc., CRL Systems, Inc. and Charles Jayson
            Brentlinger
    10.2(2) Second Amendment to Existing Agreements and Closing Declaration,
            dated as of March 26, 2002, among Dialog4 System Engineering GmbH,
            Berthold Burkhardtsmaier, Cornelia Burkhardtsmaier, Friedrich Maier,
            Circuit Research Labs, Inc., CRL Systems, Inc. and Charles Jayson
            Brentlinger
    10.3(3) Second Amendment to Credit Agreement, dated as of May 1, 2002, by
            and among Circuit Research Labs, Inc., as Parent, CRL Systems, Inc.
            as Borrower, and Harman Acquisition Corporation (formerly known as
            Orban, Inc.), as Lender
    10.4(3) Second Amended and Restated Tranche A Note, dated as of May 1, 2002,
            from CRL Systems, Inc. to Harman Acquisition Corporation (formerly
            known as Orban, Inc.) in the amount of $5,000,000
    10.5(3) Second Amended and Restated Tranche B Note, dated as of May 1, 2002,
            from CRL Systems, Inc. to Harman Acquisition Corporation (formerly
            known as Orban, Inc.) in the amount of $3,500,000
    10.6(4) Form of Circuit Research Labs, Inc. Stock Option Agreement
    10.7 *  Form of Orban/CRL Domestic Dealer Agreement used prior to
            May 8, 2002
    10.8 *  Form of Orban/CRL International Dealer Agreement used prior to
            May 8, 2002
    10.9 *  Form of Orban/CRL Domestic Dealer Agreement used from and after
            May 8, 2002
    10.10 * Form of Orban/CRL International Dealer Agreement used from and after
            May 8, 2002

     *   Filed herewith.

    (1)  Incorporated by reference to the Registrant's Report on Form 8-K dated
         February 4, 2002.

    (2)  Incorporated by reference to the Registrant's Report on Form 10-KSB for
         the fiscal year ended December 31, 2001.

    (3)  Incorporated by reference to the Registrant's Report on Form 8-K dated
         May 13, 2002.

    (4)  Previously filed with the Registrant's Form 10-QSB for the first
         quarter ended March 31, 2002.


                                        1
<PAGE>
                                   SIGNATURES

     In accordance with 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 thereunto duly authorized.


                                   CIRCUIT RESEARCH LABS, INC.


Dated: October 1, 2002             By:  /s/ C. Jayson Brentlinger
                                        -------------------------------------
                                        C. Jayson Brentlinger
                                        Chief Executive Officer, President and
                                        Chairman of the Board


                                 CERTIFICATIONS


I, C. Jayson Brentlinger, certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A of Circuit Research
Labs, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

Date: October 1, 2002

                                        /s/ C. Jayson Brentlinger
                                        -------------------------------------
                                        Chief Executive Officer, President and
                                        Chairman of the Board


I, Robert W. McMartin, certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A of Circuit Research
Labs, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

Date: October 1, 2002
                                        /s/ Robert W. McMartin
                                        -------------------------------------
                                        Chief Financial Officer, Vice President
                                        and Treasurer


                                        2
<PAGE>


                                  EXHIBIT INDEX

    EXHIBIT
    NUMBER  DESCRIPTION

    2.1(1)  Asset Sale and Purchase Agreement, dated as of November 16, 2001,
            among Dialog4 System Engineering GmbH, Berthold Burkhardtsmaier,
            Cornelia Burkhardtsmaier, Friedrich Maier, Circuit Research Labs,
            Inc. and CRL Systems, Inc.
    10.1(1) Amendment to Existing Agreements and Closing Declaration, dated as
            of January 18, 2002, among Dialog4 System Engineering GmbH, Berthold
            Burkhardtsmaier, Cornelia Burkhardtsmaier, Friedrich Maier, Circuit
            Research Labs, Inc., CRL Systems, Inc. and Charles Jayson
            Brentlinger
    10.2(2) Second Amendment to Existing Agreements and Closing Declaration,
            dated as of March 26, 2002, among Dialog4 System Engineering GmbH,
            Berthold Burkhardtsmaier, Cornelia Burkhardtsmaier, Friedrich Maier,
            Circuit Research Labs, Inc., CRL Systems, Inc. and Charles Jayson
            Brentlinger
    10.3(3) Second Amendment to Credit Agreement, dated as of May 1, 2002, by
            and among Circuit Research Labs, Inc., as Parent, CRL Systems, Inc.
            as Borrower, and Harman Acquisition Corporation (formerly known as
            Orban, Inc.), as Lender
    10.4(3) Second Amended and Restated Tranche A Note, dated as of May 1, 2002,
            from CRL Systems, Inc. to Harman Acquisition Corporation (formerly
            known as Orban, Inc.) in the amount of $5,000,000
    10.5(3) Second Amended and Restated Tranche B Note, dated as of May 1, 2002,
            from CRL Systems, Inc. to Harman Acquisition Corporation (formerly
            known as Orban, Inc.) in the amount of $3,500,000
    10.6(4) Form of Circuit Research Labs, Inc. Stock Option Agreement
    10.7 *  Form of Orban/CRL Domestic Dealer Agreement used prior to
            May 8, 2002
    10.8 *  Form of Orban/CRL International Dealer Agreement used prior to
            May 8, 2002
    10.9 *  Form of Orban/CRL Domestic Dealer Agreement used from and after
            May 8, 2002
    10.10 * Form of Orban/CRL International Dealer Agreement used from and after
            May 8, 2002

     *   Filed herewith.

    (1)  Incorporated by reference to the Registrant's Report on Form 8-K dated
         February 4, 2002.

    (2)  Incorporated by reference to the Registrant's Report on Form 10-KSB for
         the fiscal year ended December 31, 2001.

    (3)  Incorporated by reference to the Registrant's Report on Form 8-K dated
         May 13, 2002.

    (4)  Previously filed with the Registrant's Form 10-QSB for the first
         quarter ended March 31, 2002.


                                        3