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 September 30, 1995
                   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                         September 30, 1995
  
           Common stock, $.10 par value        597,682

<PAGE>




  
                                INDEX
  
  
  
                                                       Page
                                                     number
  
  
  
  Part I.  FINANCIAL INFORMATION:
<TABLE>
<CAPTION>
  
      <S>                                              <C>
       Item 1. Financial Statements
  
          Consolidated Condensed Balance Sheets
          September 30, 1995 (Unaudited) and 
          December 31, 1994                              3
  
          Consolidated Condensed Statements of
          Operations (Unaudited) Three and
          nine months ended September 30, 1995
          and 1994                                       5
  
          Consolidated Condensed Statements of
          Cash  Flows (Unaudited) Nine months
          ended September 30, 1995 and 1994              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
  
</TABLE>
<PAGE> 1





                   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 September 30, 1995 and 
  the Consolidated Condensed Statements of Operations for the three 
  and  nine  months  ended  September 30, 1995  and  1994  and  the 
  Consolidated  Condensed  Statements of Cash Flows  for  the  nine 
  months  ended  September  30, 1995 and 1994  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, 1994.
  
  
     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 
  financial  position  and 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  earnings  that  may  be 
  expected for the full year.
  
<PAGE> 2





                CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
  
  
                                                  September 30, December 31,
                                                     1995         1994
                                                  ------------  -----------
                                                  (Unaudited)
  <S>                                              <C>         <C>
  ASSETS
  
  CURRENT ASSETS:
    Cash and cash equivalents                         $79,630    $122,217
    Securities available-for-sale                     361,990     321,712
    Accounts receivable, less allowance for 
      doubtful accounts of $16,500                    172,569     209,597
    Income taxes receivable                                        13,000
  
    Inventories:
      Raw materials and supplies                      436,672     354,298
      Work in process                                 103,019      97,433
      Finished goods                                  245,906     259,315
                                                    ---------   ---------
      Total inventories                               785,597     711,046
  
    Deferred income taxes                              15,000      15,000
    Prepaid expenses and other                         65,860      74,259
                                                    ---------   ---------
      Total current assets                          1,480,646   1,466,831
                                                    ---------   ---------
  
  PROPERTY, PLANT AND EQUIPMENT:
    Land                                              130,869     130,869
    Building and improvements                         497,004     497,004
    Furniture and fixtures                            383,523     379,435
    Machinery and equipment                           549,220     528,270
                                                    ---------   ---------
    Total                                           1,560,616   1,535,578
    Less accumulated depreciation                     963,076     904,111
                                                    ---------   ---------
      Property, plant and equipment - net             597,540     631,467
                                                    ---------   ---------
  DEFERRED INCOME TAXES                                15,000      15,000
  
  OTHER ASSETS                                        114,279     119,001
  
  STOCKHOLDERS' NOTES RECEIVABLE                        1,081       4,462
                                                    ---------   --------- 
  
  TOTAL                                            $2,208,546  $2,236,761
                                                   ==========  ==========
</TABLE>
<PAGE> 3  
  
                                                              (continued)






                CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
  
  
                                                  September 30, December 31,
                                                     1995         1994
                                                  ------------  -----------
                                                  (Unaudited)
  <S>                                              <C>         <C>
  LIABILITIES AND STOCKHOLDERS' EQUITY
  
  CURRENT LIABILITIES:
    Accounts payable                                  $59,170     $14,839
    Accrued salaries, benefits and 
    professional fees                                  53,748      84,912
    Other accrued expenses, liabilities
     and customer deposits                            120,828      26,435
    Long-term debt - current portion                    7,883       7,169 
                                                    ---------   --------- 
    Total current liabilities                         241,629     133,355
                                                    ---------   --------- 
  
  LONG-TERM DEBT - LESS CURRENT PORTION               106,356     112,354
  
  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                                 553,553     684,044
                                                    ---------   --------- 
    Total stockholders' equity                      1,860,561   1,991,052
                                                    ---------   --------- 
  
  TOTAL                                            $2,208,546  $2,236,761
                                                   ==========  ==========
  

</TABLE>
<PAGE> 4



           CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
  
<TABLE>
<CAPTION>
  
  
                                  Three Months Ended     Nine Months Ended
                                  September 30           September 30
                                  ------------------     -----------------
                                  1995      1994         1995            1994
                                  ----      ----         ----            ----
                                     (Unaudited)         (Unaudited)
  
  <S>                           <C>       <C>          <C>        <C>
  NET SALES                     $488,576  $555,560     $1,448,626 $1,452,051
  
  COST OF GOODS SOLD             182,534   202,579        500,032    530,997
                                --------  --------       --------  --------
    Gross profit                 306,042   352,981        948,594    921,054
                                --------  --------       --------  --------
  
  OPERATING EXPENSES:
    Selling, general and 
    administrative               292,716   259,050        788,882    846,044
    Research and development     100,252    66,146        301,526    254,484
                                --------  --------       --------  --------
    Total operating expenses     392,968   325,196      1,090,408  1,100,528
                                --------  --------       --------  --------
  
  LOSS FROM OPERATIONS           (86,926 )  27,785       (141,814 )(179,474 )
                                --------  --------       --------  --------
  OTHER INCOME (EXPENSE):
    Interest and other income      4,887    26,114         18,060     36,887
    Interest expense              (3,674 )  (3,893 )       (14,737 )(16,496 )
                                  ------  --------       --------  --------
    Total other (expense) income   1,213    22,221          3,323     20,391
                                  ------  --------       --------  --------
  (LOSS) INCOME BEFORE INCOME 
  TAXES                          (85,713 )  50,006       (138,491 ) (159,083 )
  
  INCOME TAX (BENEFIT) EXPENSE              20,000         (8,000 ) ( 30,000 )
                                --------  --------       --------  --------
  NET (LOSS) INCOME             $(85,713 ) $30,006      $(130,491 )$(129,083 )
                                 =======   =======        =======     ========
  
  (LOSS) INCOME PER COMMON SHARE   $(.14 )    $ .05         $(.22 )   $(.22 )
                                  =======   =======         =======  =======
  WEIGHTED AVERAGE 
    COMMON SHARES OUTSTANDING     597,682   597,682         597,682  597,682
                                  =======   =======         =======  =======
  
</TABLE>
<PAGE> 5





           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
  
                                                      Nine Months Ended
                                                      September 30,
                                                      -----------------
                                                      1995      1994
                                                      ----      ----
                                                         (Unaudited)
  OPERATING ACTIVITIES:
  <S>                                           <C>         <C>         
  NET LOSS                                      $(130,491 ) $(129,083 )
  ADJUSTMENTS TO RECONCILE NET LOSS TO NET 
  CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
    Depreciation and amortization                  64,503       68,739
    Changes in assets and liabilities:
       Accounts receivable                         37,028      (83,552 )
       Income taxes receivable                     13,000       15,102
       Inventories                                (74,551 )    (16,882 )
       Prepaid expenses and other                   8,399       13,079
       Other assets                                  (816 )     (9,105 )
       Accounts payable and accrued expenses      107,560      (29,994 )
                                                 --------     --------  
  
  NET CASH PROVIDED BY (USED IN) OPERATING 
  ACTIVITIES:                                      24,632     (171,696 )
                                                 --------     --------  
  
  INVESTING ACTIVITIES:
    Purchase of securities                       (386,309 )            
    Proceeds on sale or maturity of securities    346,031      140,505
    Capital expenditures                          (25,038 )    (18,727 )
    Payments received on stockholders' notes        3,381        3,454
                                                 --------     --------  
  NET CASH (USED IN) PROVIDED BY INVESTING 
  ACTIVITIES                                      (61,935 )    125,232
                                                 --------    ---------          
  FINANCING ACTIVITIES:
    Borrowings under credit line                   20,000
    Payments under credit line                    (20,000 )
    Principal payments on long-term debt           (5,284 )     (4,656 )
                                                 --------     --------  
  NET CASH USED IN FINANCING ACTIVITIES            (5,284 )     (4,656 )
                                                  -------     --------
  NET DECREASE IN CASH AND CASH EQUIVALENTS       (42,587 )    (51,120 )
  
  CASH AND CASH EQUIVALENTS AT BEGINNING 
  OF PERIOD                                       122,217      183,200
                                                 --------    ---------
  
  CASH AND CASH EQUIVALENTS AT END OF PERIOD      $79,630     $132,080
                                                  =======     ========
  
  SUPPLEMENTAL CASH FLOW INFORMATION               14,737       16,496
    Cash paid for interest                        =======      =======

</TABLE>
<PAGE> 6



               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
  
  
  
        Financial Condition 
  
  
        The  Company  had net working capital of $1,239,017  and  a 
  current ratio of   6 to 1 at September 30, 1995, compared to  net 
  working  capital of $1,333,476 and a current ratio of 11 to 1  at 
  December  31,  1994.  Net working capital  decreased  during  the 
  quarter  due to the operating loss of the Company, and  increases 
  in  accounts  payable  and customer  deposits.  The  increase  in 
  customer  deposits  is a result of a backlog of  orders  for  the 
  DP100.   
  
        Inventories at September 30, 1995 increased by $74,551 from 
  December  31,  1994  which is attributed to an  increase  in  raw 
  materials  in  order to meet future production  requirements  for 
  current and new products. Production of the Company's new digital 
  processor,  the DP100, and the RDS/RBDS generator, the SC100  V1, 
  are currently scheduled for production in December 1995.   Design 
  modifications have delayed the production schedules.     
  
        The  Company's  credit line of $200,000  was  not  utilized 
  during  the quarter and at September 30, 1995 had no  outstanding 
  balance.   The  credit agreement is  collateralized  by  accounts 
  receivable,  and bears interest at prime plus 1%  on  outstanding 
  amounts.   Management does not contemplate usage of the line  for 
  anything  other than offsetting investment timing and  cash  flow 
  management.
  
        At  September  30,  1995,  the  Company  had  no   material 
  commitments for capital expenditures.
  
        The  Financial Accounting Standards Board  ("FASB")  issued 
  Statement  of Financial Accounting Standards ("SFAS") No. 115  in 
  May  1993  establishing  certain  new  financial  accounting  and 
  reporting   standards   for  investments  in  debt   and   equity 
  securities.   SFAS  No.  115  requires  the   classification   of 
  securities at acquisition into one of three categories:  held-to-
  maturity,  available-for-sale,  or  trading  --  with   different 
  reporting  requirements  for  each  classification.  All  of  the 
  Company's marketable securities are classified as  available-for-
  sale, and are carried at fair value. The estimated fair value  of 
  the  Company's securities approximated cost at December 31,  1994 
  and September 30, 1995.


<PAGE> 7



               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
  
  
  
        Results of Operations
  
  
        Net sales during the third quarter of 1995 totaled $488,576 
  compared  to  sales of $555,560 for the same period  of  1994,  a 
  decrease  of  12%.  The  decrease  was  the  result  of  a  lower 
  international  demand  for the Company's radio  products,  offset 
  partially  by increased domestic TV products.  Net sales for  the 
  first nine months of 1995 were $1,448,626 which was comparable to 
  net sales for the same period of 1994 of $1,452,051.
  
        Cost  of goods sold was 37% and 36% of net sales and  gross 
  margins  were  63%  and 64% for the  three  month  periods  ended 
  September  30, 1995 and 1994, respectively. For the  nine  months 
  ended September 30, 1995, cost of goods sold was 35% of net sales 
  and  the gross margin was 65%.  Cost of goods sold for  the  nine 
  months of 1994 was 37% of net sales and the gross margin was 63%.  
  
        The  Company  incurred  $292,716 of  selling,  general  and 
  administrative expenses in the third quarter of 1995 which was an 
  increase  of  $33,666  compared to selling,  general  and  admin-
  istrative expenses of $259,050 in the third quarter of 1994.  The 
  increase in 1995 is the result of increased travel and  promotion 
  expenses  relating to the introduction of the new products.   For 
  the  nine months ended September 30, 1995, selling,  general  and 
  administrative  expenses were $57,162 lower then the same  period 
  of  1994.   This  was the result of  the  Company  realizing  the 
  benefits  of  managements  cut  backs  of  support  personnel  in 
  accounting, administration and marketing that were instituted  in 
  the third quarter of 1994.
  
        Research  and development expense in the third  quarter  of 
  1995  totaled  $100,252, an increase of $34,106  from  the  third 
  quarter  of 1994.  The increase was the result of contract  engi-
  neering  work  on the new products, the DP100  and  the  RDS/RBDS 
  units.   For the nine months ended September 30,  1995,  research 
  and  development expenses increased $47,042 over the same  period 
  of  1994.   This increase is the result of  contract  engineering 
  costs.  
  
        Interest and other income was $4,887 for the third  quarter 
  of 1995.  Interest and other income for the third quarter of 1994 
  was $26,114 which included one time receipts of engineering  fees 
  of  $12,000 and a gain on the sale of securities of $8,937.  This 
  also  accounts for the difference of $18,827 in the interest  and 
  other  income  for  the  nine months  ended  September  30,  1995 
  compared to the nine months ended September 30, 1994.
  
        Interest expense consists of the interest on the  long-term 


<PAGE> 8



  mortgage  collateralized  by the Company's  headquarter  facility 
  plus bank costs for the Company's credit line which is  occasion-
  ally used to manage cash flow.  
  
        The  Company  has received all available tax  refunds  from 
  previous periods.    
  
        Net  loss  for the third quarter of 1995  was   $85,713  as 
  compared to net income for the third quarter of 1994 of  $30,006.  
  The  net  loss for the nine months ended September 30,  1995  was 
  $130,491  compared to a net loss of $129,083 for the nine  months 
  ended September 30, 1994.
  
  

<PAGE> 9




  
  
                        II. OTHER INFORMATION
  
  
  
        Item 6.  Exhibits and Reports on Form 8-K
  
        (a) Exhibits included herein - None.
  
        (b) Reports on Form 8-K - None.
  
  


<PAGE> 10



                             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 thereunto duly authorized.
  
  
  
  
                                               Registrant
  
                                                  CIRCUIT RESEARCH 
                                          LABS, INC.
                                          DATE:  NOVEMBER 12, 1995
                                          BY /s/Gary D. Clarkson       
                                                     Gary D. 
                                          Clarkson
  
                                          Treasurer (Authorized 
                                          Officer for signature)


<PAGE> 11