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 March 31, 1997

                         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                       March 31, 1997


             Common stock, $.10 par value      597,682


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                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES


                                      INDEX



                                                              Page
                                                             number



       Part I.  FINANCIAL INFORMATION:



          Item 1. Financial Statements

               Consolidated Condensed Balance Sheets
                March 31, 1997 (Unaudited) and
                December 31, 1996                             3

               Consolidated Condensed Statements of
                Operations - Three months ended
                March 31, 1997 and 1996 (Unaudited)           5

               Consolidated Condensed Statements of Cash
                Flows - Three months ended March 31, 1997

                and 1996 (Unaudited)                          6


          Item 2. Management's Discussion and Analysis
                of Financial Condition and Results
                of Operations                                 7



       Part II. OTHER INFORMATION:



          Item 6.  Exhibits and Reports on Form 8-K           9

          Signatures                                         10


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                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES


                         PART I.   FINANCIAL INFORMATION



       The  Consolidated Condensed  Financial  Statements included  herein
       have  been  prepared by  the  Company  pursuant  to the  rules  and
       regulations  of  the  Securities  and  Exchange  Commission.    The
       Consolidated Condensed Balance  Sheet as of March 31,  1997 and the
       Consolidated  Condensed  Statements  of Operations  for  the  three
       months  ended  March  31,  1997   and  1996  and  the  Consolidated
       Condensed  Statements of  Cash  Flows for  the  three months  ended
       March 31, 1997 and 1996 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 for the year ended December 31, 1996.


       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.  Certain
       reclassifications were  made to the   1996 financial  statements to
       conform with the 1997 presentation.



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                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                                  March 31,  December 31,
                                                     1997       1996     
                                                 (Unaudited)
       ASSETS

       CURRENT ASSETS:
           Cash and cash equivalents            $   84,843     $   48,048
           Securities available-for-sale            58,347        167,961
           Accounts receivable, less allowance for 
             doubtful accounts of $16,520          152,532        189,616

           Inventories:
             Raw materials and supplies            292,812        335,072
             Work in process                       406,245        314,291
             Finished goods                        322,946        306,559

             Total inventories                   1,022,003        955,922

           Prepaid expenses and other               69,617         69,628

             Total current assets                1,387,342      1,431,175

       PROPERTY, PLANT AND EQUIPMENT:
           Land                                    130,869        130,869
           Building and improvements               497,004        497,004
           Furniture and fixtures                  398,933        397,546
           Machinery and equipment                 619,580        616,081

           Total                                 1,646,386      1,641,500
           Less accumulated depreciation         1,081,603      1,062,936

             Property, plant and equipment - net   564,783        578,564

       OTHER ASSETS - NET                          157,170        159,851

       TOTAL                                    $2,109,295     $2,169,590


                                                        (continued)


<PAGE>3
       

                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS


                                                   March 31, December 31,
                                                     1997        1996    
                                                    (Unaudited)
       LIABILITIES AND STOCKHOLDERS' EQUITY

       CURRENT LIABILITIES:
           Accounts payable                  $      88,564    $    64,650
           Accrued salaries and benefits            29,539         65,699
           Accrued professional fees                 3,972         21,976
           Customer deposits                        35,230         40,432
           Other accrued expenses and liabilities   14,367         31,826
           Long-term debt - current portion         20,524         15,228

             Total current liabilities             192,196        239,811

       LONG-TERM DEBT - LESS CURRENT PORTION       108,794        122,287

       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 and outstanding     59,768         59,768
           Additional paid-in capital            1,247,240      1,247,240
           Retained earnings                       501,297        500,484
             Total stockholders' equity          1,808,305      1,807,492

       TOTAL                                    $2,109,295     $2,169,590



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                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                      Three Months Ended
                                                      March 31,
                                                         1997       1996  
         

       NET SALES                                      $510,852   $638,530

       COST OF GOODS SOLD                              206,837    260,286

                    Gross profit                       304,015    378,244

       OPERATING EXPENSES:
                    Selling, general and 
                    administrative                     247,736    262,681
                    Research and development            50,700     92,299

                    Total operating expenses           298,436    354,980

       INCOME FROM OPERATIONS                            5,579     23,264

       OTHER INCOME (EXPENSE):
                    Interest and other income            1,587      5,005
                    Interest expense                    (3,303)    (7,037)

                    Total other income (expense)        (1,716)    (2,032)

       INCOME  BEFORE INCOME TAXES                       3,863     21,232

       INCOME TAX EXPENSE                                3,050           
 
       NET  INCOME                                      $  813   $ 21,232

       INCOME  PER COMMON SHARE                           $.00       $.04

       WEIGHTED AVERAGE NUMBER OF
       COMMON AND COMMON EQUIVALENT
       SHARES  OUTSTANDING                              597,682   597,682


<PAGE>5


                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                        Three Months Ended
                                                             March 31,
                                                           1997     1996  

       OPERATING  ACTIVITIES:

       NET  INCOME                                     $    813  $ 21,232
       ADJUSTMENTS TO RECONCILE NET INCOME TO NET

       CASH (USED IN) PROVIDED BY  OPERATING ACTIVITIES:
          Depreciation and amortization                  21,348    21,595
          Changes in assets and liabilities:
             Accounts receivable                         37,084    23,552
               Inventories                              (66,081)   26,772
             Prepaid expenses and other                      11   (12,578)
             Other assets                                     0    (1,825)
             Accounts payable, accrued expenses and
             customer deposits                          (52,911)    52,395

       NET CASH (USED IN) PROVIDED BY OPERATING 
       ACTIVITIES                                        (59,736)  131,143
         
       INVESTING ACTIVITIES:
          Proceeds from sale or maturity of securities   109,614
          Capital expenditures                           (4,886)  (37,504)
          Payments received on stockholders' notes                  1,081

       NET CASH PROVIDED BY (USED IN)  
          INVESTING ACTIVITIES                           104,728   (36,423)

       FINANCING ACTIVITIES:
          Principal payments on  long-term debt          (8,197)  (13,539)

       NET INCREASE IN CASH AND CASH EQUIVALENTS         36,795    81,181

       CASH AND CASH EQUIVALENTS
          AT BEGINNING OF PERIOD                          48,048   25,974

       CASH AND CASH EQUIVALENTS
          AT END OF PERIOD                              $ 84,843 $107,155

       SUPPLEMENTAL CASH FLOW INFORMATION
          Cash paid for interest                         $ 3,303   $7,037
                                                               
          Cash paid for income taxes                     $ 3,050


             

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                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

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


             Financial Condition 

             The Company  had net  working capital  of $1,195,000 and  the
       ratio of  current assets to  current liabilities  was 7.22 to  1 at
       March 31, 1997.  At December 31,  1996, the Company had net working
       capital of $1,191,000 and a current ratio of 6.0 to 1.

             Accounts  receivable  decreased  $37,000   from  $190,000  at
       December 31, 1996, to $153,000 at March  31, 1997.  The decrease is
       the direct  result of  lower sales  in the first quarter  of 1997,
       compared to sales in the fourth quarter of 1996. 

             Total inventories  of $1,022,000 at  March 31,  1997 compared
       to  total  inventories  of  $956,000  at  December  31,  1996.  The
       increase was  a result  of sales that  were lower  than anticipated
       sales during the quarter ended March 31, 1997. 

             The Company's credit agreement expired on   July 1, 1996, and
       since  it  had not  been  used,  the  Company  did not  pursue  its
       renewal.  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 estimated fair value of the Company's securities
       approximates cost at March 31, 1997.




<PAGE>7



                    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 first quarter  of 1997 totaled $511,000 and
       were 20%  lower than the first  quarter sales in 1996  of $639,000.
       The decrease  was due  to slower sales  across CRL's  product line,
       both  domestic and  international sales.  In the  first quarter  of
       1996 the Company shipped a number of  DP100s to fill a backlog from
       1995.  In the  first  quarter  of 1997,  sales  of  the DP100  were
       delayed while a new version of software was being finished.
             Cost  of goods  sold  was  40% of  net  sales for  the  first
       quarter ended  March 31, 1997 compared  to 41% for the  same period
       in 1996  and illustrates that  production costs were  comparable to
       the prior year's period.
             Selling,  general and administrative  expenses were  $248,000
       in  the first  quarter of  1997  compared to  selling, general  and
       administrative expenses of $263,000 for  the first quarter of 1996.
       The  decrease was  due  to lower  marketing  expenses  both in  the
       domestic and international market place.
             Research  and development  expense in  the  first quarter  of
       1997 totaled $51,000,  compared to  the 1996 first quarter total of
       $92,000. The  decrease was due to  lower developmental cost  on the
       new product  lines and lower labor  cost resulting from  not having
       contract  engineers  on  staff. The  Company  does  not  anticipate
       incurring increases in  engineering cost in the near future.   
             Interest and other income of $1,600  for the first quarter of
       1997 compared  to $5,000 for the  first quarter of 1996.  The lower
       interest income  was the  result of the  Company having  less funds
       invested in securities.
             Interest  expense  consists  of  the  interest  cost  on  the
       long-term mortgage  collateralized   by the  Company's headquarters
       facility. Income tax  expense for the three months  ended March 31,
       1997 is greater than the amount  computed by applying the statutory
       income  tax rate  to income before  income taxes  due primarily  to
       nondeductible  expenses and  final  determination  of prior  year's
       estimates.
             Net income  for the  first quarter was  $813 compared to  net
       income of $21,000 for the first quarter of 1996.
             The document 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>8


                    CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES



                            II. OTHER INFORMATION


             Item 6.  Exhibits and Reports on Form 8-K

             (a) Exhibits included herein - None.

             (b) Reports on Form 8-K - None.




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                    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:  MAY 13, 1997
                                               BY /s/Gary D. Clarkson    
          
                                               Gary D. Clarkson

                                               Treasurer (Authorized
                                               Officer for signature)



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