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, 1999
                  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, 1999

  Common stock, $.10 par value        410,182

           CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
                                 INDEX



                                                      Page
                                                     number



Part I.  FINANCIAL INFORMATION:


   Item 1. Financial Statements

       Consolidated Condensed Balance Sheets
         March 31, 1999 (Unaudited) and
         December 31, 1998                             2

       Consolidated Condensed Statements of
         Operations - Three months ended
         March 31, 1999 and 1998 (Unaudited)           4

       Consolidated Condensed Statements of Cash
         Flows -  Three months ended March 31, 1999
         and 1998 (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                        10

   Item 6.  Exhibits and Reports on Form 8-K          10

   Signatures                                         11

                   PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

           CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
               CONSOLIDATED CONDENSED BALANCE SHEETS

                                               March 31,  December 31,
                                                 1999        1998
                                               (Unaudited)
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                   $  147,196  $ 128,691
   Securities available-for-sale                  532,947    486,961
   Accounts receivable, less allowance for
      doubtful accounts of $6,520                 120,248     87,942

   Inventories:
      Raw materials and supplies                   38,560     28,844
      Work in process                              17,601     25,090
      Finished goods                              172,966    330,433

   Total inventories, less obsolescence reserve 
      of $699,751 at March 31 ,1999 and 
      $696,751 at December 31, 1998               229,127    384,367

   Prepaid expenses and other                      17,727      9,566

      Total current assets                      1,047,245  1,097,527

PROPERTY, PLANT AND EQUIPMENT:
   Land                                           130,869    130,869
   Building and improvements                      503,000    503,000
   Furniture and fixtures                         305,072    305,072
   Machinery and equipment                        533,825    555,878

   Total                                        1,472,766  1,494,819
   Less accumulated depreciation                1,051,992  1,061,082

      Property, plant and equipment - net         420,774    433,737


OTHER  ASSETS - NET                                     0      1,310

TOTAL                                          $1,468,019 $1,532,574


                                                (continued)

           CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
               CONSOLIDATED CONDENSED BALANCE SHEETS


                                               March 31, December 31,
                                                  1999      1998
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts payable                          $  56,117 $  44,748
   Accrued salaries and benefits                139,386    36,703
   Accrued professional fees                     11,951    27,986
   Customer deposits                             30,061    17,355
   Other accrued expenses and liabilities        17,461    12,215
    Long-term debt - current portion             11,000    21,000

       Total current liabilities                265,976   160,007

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                            76,675    247,199
                                              1,383,683  1,554,207
    Less common stock in treasury - at 
        cost, 187,500 shares                   (181,640)  (181,640)       
Total stockholders' equity                    1,202,043  1,372,567

TOTAL                                        $1,468,019 $1,532,574

See accompanying notes to consolidated condensed financial statements.

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


                                               Three Months Ended
                                                    March 31,
                                                  1999        1998

NET SALES                                       $374,293   $517,210

COST OF GOODS SOLD                               243,667    220,905

   Gross profit                                  130,626    296,305

OPERATING EXPENSES:
   Selling, general and administrative           167,410    221,877
   Research and development                       29,348     55,989
   Severance expense                             118,000

   Total operating expenses                      314,758    277,866

(LOSS) INCOME FROM OPERATIONS                   (184,132)    18,439

OTHER (EXPENSE) INCOME:
   Proceeds from officer's life insurance in 
      excess of cash surrender value                      1,000,681
   Interest and other income                      13,608      2,829
   Interest expense                                         (19,156)

   Total other income (expense)                   13,608    984,354

(LOSS) NET  INCOME                            $(170,524) $1,002,793

(LOSS) INCOME PER COMMON SHARE Basic and Diluted  $(.42)      $1.68


See accompanying notes to consolidated condensed financial
statements.

            CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
            CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (Unaudited)
                                                   Three Months Ended
                                                        March 31,
                                                   1999           1998
OPERATING  ACTIVITIES:

NET   (LOSS) INCOME                             $(170,524)    $1,002,793 
ADJUSTMENTS TO RECONCILE NET (LOSS)
INCOME TO NET CASH PROVIDED BY (USED IN) 
OPERATING ACTIVITIES:
  Depreciation and amortization                     7,570         15,347
  Loss on sale of assets                              393
  Proceeds from officer's life insurance in 
     excess of cash surrender value                           (1,000,681)
  Changes in assets and liabilities:
      Accounts receivable                         (32,306)       (68,882)
      Inventories                                 155,240         19,493
      Prepaid expenses and other assets            (6,851)         3,772
      Accounts  payable,  accrued expenses and
        customer  deposits                        115,969        (52,924)

NET  CASH PROVIDED BY (USED IN) OPERATING 
   ACTIVITIES                                      69,491        (81,082)
INVESTING ACTIVITIES:
  Proceeds from officer's life insurance                       1,033,051
  Purchase of securities                         (143,616)      (948,156)
  Proceeds from sale or maturity of securities    102,630         89,607
  Capital expenditures                                            (3,707)
NET CASH (USED IN) PROVIDED BY INVESTING 
   ACTIVITIES                                     (40,986)       170,795

FINANCING ACTIVITIES:
  Principal payments on  long-term debt           (10,000)      (101,176)

NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                      18,505        (11,463)

CASH AND CASH EQUIVALENTS
  AT BEGINNING OF PERIOD                          128,691        119,851

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                               $147,196      $ 108,388

SUPPLEMENTAL CASH FLOW INFORMATION
  Cash paid for interest                                        $ 19,156


See accompanying notes to consolidated condensed financial statements.

                                 
           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 March 31, 1999 and the Consolidated Condensed
Statements  of  Operations for the three months ended  March   31,
1999  and 1998 and the Consolidated Condensed Statements  of  Cash
Flows for the three months ended March 31, 1999 and 1998 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, 1998.

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. In calculating earnings per share for the three months ended
March 31, 1999 and the three months ended March 31, 1998, the
effects of 14,062 and 15,312 total shares, respectively,  related
to options to purchase common stock were not used for computing
diluted earnings per share because the results would be
antidulitive.

3. At the Annual Meeting of Shareholders of the Company held on
May 11, 1999, the shareholders passed a proposal to dissolve the
Company. The dissolution may be revoked by the Board of Directors
at any time up to 120 days after its effective date without
stockholder action relating to such revocation. The effective date
will be the date the articles of dissolution are filed with the
Arizona Corporation Commission, which is expected to occur during
June 1999.

Because the Board of Directors has the right to revoke the
dissolution, the Company's financial statements as of March 31,
1999, and for the three months then ended are presented under the
going concern basis.  Had the Board of Directors actually begun
dissolution procedures, the Company's financial statements as of
March 31, 1999, and for the three months then ended would have
been presented on a liquidation basis, where assets are valued at
their estimated net realizable value and liabilities include the
estimated costs of carrying out the dissolution.  Under such
presentation, the net assets available at liquidation would have
been approximately $1,040,000, compared to $1,202,043 as presented
under the going concern basis.  Taking into account the projected
operating losses of $290,000 through June 1999, the Company
estimates that net assets available for liquidation at an assumed
June 30, 1999 dissolution will be approximately $750,000.
Estimates of net assets available at liquidation assume that the Company can
sell its assets for an aggregate net cash price that is equal to
book value at March 31, 1999, and that there will be no unusual or
unanticipated costs which are not considered in the amounts above.
There can be no assurance that these assumptions or the amount of
projected operating losses or costs of dissolution will prove to
be accurate.



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
$781,000  and  the ratio of current assets to current  liabilities
was  3.94  to  1  at March 31, 1999.  At December  31,  1998,  the
Company  had net working capital of approximately $938,000  and  a
current ratio of 6.86 to 1.

       Securities increased $46,000 from $487,000 at December  31,
1998 to $533,000 at March 31, 1999. The increase was the result of
more cash equivalents invested in T-Bills.

       Accounts receivable of $120,000 at March 31, 1999  compared
to  $88,000 at December 31, 1998. One large credit sale  in  March
accounted for the increase in 1999.

       Total  inventories were $229,000 at March 31, 1999 compared
to  total  inventories  of  $384,000 at  December  31,  1998.  The
decrease  is the result of the Company ceasing production  of  new
equipment and selling finished goods from current inventory.

       Accrued  salaries and benefits increased  from  $37,000  at
December 31, 1998 to $139,000 at March 31, 1999. The increase  was
the  result of committed severance expenses totaling $118,000  for
the quarter relating to the dissolution of the Company.

       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.


           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 1999 totaled  $374,000
compared  to  the  first quarter sales in 1998  of  $517,000.  The
Company  continues to experience slower demand across its  product
lines, in both domestic and international markets. Discounts  were
increased  to move excess inventory. One of the Company's  product
lines  was  sold  along  with the inventory associated  with  that
product line.

       Cost  of  goods  sold was 65% of net sales  for  the  first
quarter  ended March 31, 1999 compared to 43% for the same  period
in  1998. The increase in cost of goods sold was a result  of  the
decrease in net sales and increase in discounts.

       Selling, general and administrative expenses were  $167,000
in  the  first  quarter of 1999 compared to selling,  general  and
administrative expenses of $222,000 for the first quarter of 1998.
The  decrease in selling, general and administrative  expenses  in
1999  was  the result of a decrease in personnel and  cutbacks  in
both domestic and international sales and marketing.

       Research  and development expense in the first  quarter  of
1999 totaled $29,000, compared to the 1998 first quarter total  of
$56,000. The decrease is the result of a decrease in the staff  in
engineering.

       Interest and other income of $14,000 for the first  quarter
of  1999  compared to $3,000 for the first quarter  of  1998.  The
increase  was  the result of an increase in funds  invested  as  a
result of  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, and  therefore
the  Company incurred no interest expense during the first quarter
of 1999. Interest expense of $19,000 for the first quarter of 1998
consists of the interest cost on this mortgage.

      The loss for the first quarter of 1999 was $171,000 compared
to net income of $1,000,000 for the first quarter of 1998.





           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.

Item 6.  Exhibits and Reports on Form 8-K

      (a) Exhibits included herein: none

      (b) Reports on Form 8-K  -  8-K filed on January 25, 1999
                         8-K filed on March 8, 1999



           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 21, 1999
                                       BY /s/Gary D. Clarkson
                                       Gary D. Clarkson

                                       President (Authorized
                                       Officer for signature)