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, 2000
                     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, 2000

 Common stock, $.10 par value                     996,429



           CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
                                 INDEX



                                                            Page
                                                            number



Part I.  FINANCIAL INFORMATION:


   Item 1. Financial Statements (Unaudited)

       Consolidated Condensed Balance Sheets
         June 30, 2000 and December 31, 1999                 2

       Consolidated Condensed Statements of
         Operations - Six months ended
         June 30, 2000 and 1999                              4

       Consolidated Condensed Statements of Cash
         Flows -  Six months ended June 30, 2000
         and 1999                                            5

       Notes to Consolidated Condensed Financial
         Statements                                          6


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



Part II. OTHER INFORMATION:

   Item 2. Changes in use of securities and use
         of proceeds                                        10

   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
                            (Unaudited)

                                                  June 30,         December 31,
                                                     2000                 1999

ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                      $ 172,105        $  62,597
   Securities available-for-sale                          0          383,905
   Accounts receivable, less allowance for
    doubtful accounts of $5,000 at June 30,2000
    and $9,715 at December 31, 1999                 873,321           47,662

   Inventories:
      Raw materials and supplies                  1,794,558          137,247
      Work in process                               603,701          118,233
      Finished goods                              1,395,208          305,725

      Total inventories, net of obsolescence
       reserve of $651,000 at June 30, 2000 and
       $380,000 at December 31, 1999              3,793,467          561,205

   Prepaid expenses and other                       652,097           40,219


   Total current assets                           5,490,990        1,095,588

PROPERTY, PLANT AND EQUIPMENT:
   Land                                             130,869          130,869
   Building and improvements                        874,696          503,000
   Furniture and fixtures                           913,115
   Machinery and equipment                        1,132,504          518,272

   Total                                          3,051,184        1,437,308
   Less accumulated depreciation                  1,044,459          996,420

      Property, plant and equipment - net         2,006,725          440,888

GOODWILL - (Net of amortization of $107,154)      8,922,859                0

OTHER ASSETS                                        174,500          298,215

TOTAL                                           $16,595,074       $1,834,691

                                                (continued)


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


                                                  June 30,         December 31,
                                                     2000                 1999

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                               $ 883,454       $   70,732
   Accrued salaries and benefits                    156,796           34,684
   Accrued professional fees                         21,798           30,933
   Customer deposits                                 38,069            3,623
   Due to shareholders                              292,500                0
   Other accrued expenses and liabilities            15,698           10,507
   Long-term debt - current portion               4,449,040                0

       Total current liabilities                  5,857,355          150,479

Long-Term Debt Less Current Portion               4,409,347                0

STOCKHOLDERS' EQUITY:
   Preferred stock, $100 par value - authorized
      500,000 shares, none issued
   Common stock, $.10 par value - authorized
      20,000,000 shares, 996,429 and 597,682
      shares issued                                  99,642           59,768
   Additional paid-in capital                     6,903,841        1,637,474
   Accumulated dedficit                           (675,111)         (13,030)
      Total stockholders' equity                  6,328,372        1,684,212

TOTAL                                           $16,595,074       $1,834,691

See accompanying notes to consolidated condensed financial statements.


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

                                   Three Months Ended        Six Months Ended
                                   June 30,                  June 30,
                                       2000      1999         2000       1999

NET SALES                        $1,039,679  $274,683   $1,247,747   $648,976

COST OF GOODS SOLD                  556,075   210,652      647,062    454,319

   Gross profit                     483,604    64,031      600,685    194,657

OPERATING EXPENSES:
   Selling, general and
    administrative                  663,809    70,714      906,338    356,124
   Research and development         213,092    56,231      310,703     85,579

   Total operating expenses         876,901   126,945    1,217,041    441,703

LOSS FROM OPERATIONS               (393,297)  (62,914)    (616,356)  (247,046)

OTHER INCOME (EXPENSE):
   Interest and other income            736     6,619       16,947     20,227
   Interest expense                 (62,672)               (62,672)

   Total other income (expense)     (61,936)    6,619      (45,725)    20,227

(LOSS) BEFORE INCOME TAXES         (455,233)  (56,295)    (662,081)  (226,819)

INCOME TAX  (BENEFIT) PROVISION

NET (LOSS) INCOME                 $(455,233) $(56,295)   $(662,081) $(226,819)

(LOSS)
   Basic                              $(.58)    $(.14)       $(.96)     $(.55)
   Diluted                            $(.58)    $(.14)       $(.96)     $(.55)

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES  OUTSTANDING -
   Basic                            783,663   410,182      691,771    410,182
   Diluted                          783,663   410,182      691,771    410,182

See accompanying notes to consolidated condensed financial statements.


              CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                               (Unaudited)
                                                             Six Months Ended
                                                             June 30,
                                                              2000       1999
OPERATING ACTIVITIES:

NET (LOSS)                                               $(662,081) $(226,819)
ADJUSTMENTS TO RECONCILE NET (LOSS) INCOME
TO NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES:
  Depreciation and amortization                            162,320     15,535
  Loss on sale of assets                                                5,394
  Changes in assets and liabilities:
    Accounts  receivable                                   261,006     64,005
    Inventories                                           (292,488)   289,600
    Prepaid expenses and other assets                     (192,115)     4,116
    Accounts payable and accrued expenses                  364,606    (85,231)

NET  CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES      (358,752)    66,600

INVESTING ACTIVITIES:
    Purchase of net assets of Orban, Inc.               (1,775,852)
    Purchase of securities                                           (243,003)
    Proceeds from sale or maturity of securities           383,905    295,928
    Capital expenditures                                   (16,921)
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES     (1,408,868)    52,925

FINANCING ACTIVITIES:
    Proceeds from debt issuance                            403,387
    Shareholder advances                                   292,500
    Principal payments on long-term debt                              (21,000)
    Deposit on purchase of Company's common stock                     300,000
    Proceeds from sale of common stock                   1,181,241
NET CASH PROVIDED BY FINANCING ACTIVITIES                1,877,128    279,000

NET INCREASE IN CASH AND CASH EQUIVALENTS                  109,508    398,525

CASH  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD           62,597    128,691

CASH AND CASH EQUIVALENTS AT END OF PERIOD                $172,105   $527,216

SUPPLEMENTAL CASH FLOW INFORMATION

    Cash paid for interest                                  $6,005    $19,156



SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING
AND FINANCING ACTIVITIES:
  Purchase of net assets of Orban, Inc.:
    Fair value of assets acquired, including goodwill   $15,504,797
    Debt issued to seller                                (8,500,000)
    Fair values of warrants issued to seller             (4,125,000)
    Debt issued to stockholder                             (205,000)
    Liabilities assumed                                    (600,730)
    Costs paid in 1999                                     (298,215)
    Cash and costs paid                                 $ 1,775,852

  Unrealized appreciation of securities
   available-for-sale                                       $ 9,074

See accompanying notes to consolidated condensed financial statements.


              CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
             CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                     SIX MONTHS ENDED JUNE 30, 2000
                               (Unaudited)



                             Common Stock       Paid-In    Accumulated    Total
                            Shares   Amount     Capital    Deficit

BALANCE, January 1, 1999   597,682 $ 59,768  $1,637,474  $ (13,030)  $2,281,894

Net loss                                                  (662,081)    (662,081)

Issuance of common shares  398,747   39,874   1,141,367               1,579,988

Issuance of warrants                          4,125,000               4,125,000


BALANCE, June 30, 2000     996,429 $ 99,642 $ 6,903,841  $(675,111)   7,324,801


              CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

    NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)

1.   Basis of Presentation

The  Consolidated Condensed Financial Statements  included  herein
have  been prepared by Circuit Research Labs, Inc. ("CRL") include
the accounts of CRL and all of its subsidiaries, CRL Systems, Inc.
("CRL   Systems"),   and   CRL   International,   Inc.   ("CRLI"),
collectively, "the Company").  The Consolidated Condensed  Balance
Sheet   as  of  December  31, 1999  and  June  30,  2000  and  the
Consolidated  Condensed Statements of Operations for the three and
six months ended  June 30,  2000  and  1999 and  the  Consolidated
Condensed Statements  of Cash  Flows for the six months ended June
30, 2000 and  1999  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, 1999.

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.   Earnings per Share

In  calculating earnings per share  for  the three  and six months
ended  June 30,  2000,  the effects of 591,250  shares relating to
options  to  purchase common stock and 793,747  shares relating to
warrants were not  used  for  computing diluted earnings per share
because  the results would be antidilutive

3.   Business Combination

On  May  31, 2000, CRL Systems acquired the net assets  of  Orban,
Inc.,   a   wholly-owned   subsidiary  of   Harman   International
Industries, Inc.  Including the $500,000 previously paid to Orban,
the  total  cash purchase price was $10.5 million, $2  million  of
which  was  paid in cash, the balance a combination of short  term
and  long-term  seller  financing.  In order  to  raise  the  cash
necessary   for  the  purchase,  the  Company  sold  approximately
$1,000,000  in  common  stock through  a  private  placement,  the
Company's   majority  shareholder,  Charles  Jayson   Brentlinger,
advanced $150,000 to the Company, and the Company's Tempe, Arizona
office   building  was  mortgaged  for  $335,000.     The   seller
financing  consists of a $3.5 million short term and a $5  million
long-term  note  to Orban, Inc.  The Asset Sale Agreement  between
CRL  Systems and Orban, Inc. ("the Asset Sale Agreement") contains
a  provision to allow Orban to rescind the transaction if,  as  of
November  30,  2000,  CRL Systems has not paid in  full  the  $3.5
million short term note.  If Orban exercises its option to rescind
the  agreement,  it is to return $9,250,000 of the  cash  purchase
price  to  CRL  Systems,  with  the difference  due  to  Orban  as
liquidating damages.

In addition to the cash purchase price,  CRL issued to Orban, Inc.
warrants   to  purchase  500,000  shares  of  its  common   stock,
immediately exercisable for $4.50 per share.  The warrants have  a
3  year  term, and can be exercised either in cash or by  reducing
the unpaid princicpal amount of the $5  million long-term note, or
in  any combination thereof.  The warrants have an estimated  fair
value  of  $4,125,000 which, when combined with the cash  purchase
price,  results  in  a total purchase price of Orban's  assets  of
$14,625,000. The  Company  is  in  the  process  of  obtaining  an
independent valuation  of  the  warrants. In  the absence  of such
a valuation, the   Company   has  valued  the  warrants  using   a
Black-Scholes valuation model at  $4,125,000 which,  when combined
with the cash purchase price, results in a total purchase price of
Orban's assets of $14,625,000.

As  part  of the acquisition, CRL Systems purchased the rights  to
the name "Orban" and is currently operating under the dba "Orban".

The   acquisition  has  been  accounted  for  as  a  purchase  and
accordingly the net assets and results of operations of Orban have
been  included in the consolidated financial statements commencing
May  31, 2000.  The excess of the total acquisition costs over the
fair value of the assets acquired of approximately $9.3 million is
being amortized over 7 years. CRL is still gathering certain
information required to complete the allocation of the Orban asset
purchase price. Further adjustments may arise as a result of this
analysis.

The   following   unaudited   pro-forma   summary   combines   the
consolidated  results of operations of Circuit Research  Labs  and
Orban  as  if the acquisition had occurred on January  1  of  that
period  after  giving  effect  to  certain  adjustments  including
amortization  of  the  purchase price  in  excess  of  net  assets
acquired, corporate general and administrative expenses, and income
taxes.  This pro-forma  summary is  not  necessarily indicative of
the  results  of  operations that  would  have occurred if Circuit
Research  Labs and Orban  had  been combined  during  such periods.
Moreover, the pro-forma summary  is not  intended to be indicative
of the results of operations to  be attained in the future.



                                    Six Months Ended
                                       June 30
                                    2000        1999

Net revenues                  $6,200,000  $7,400,000
Net loss                         (89,000)   (510,000)
Net loss per common share          $(.13)     $(1.24)


4.  Debt

Long term-debt at June 30, 2000 consisted of the following:

Orban, Inc. Tranche A Note   $4,750,000
Orban, Inc. Tranche B Note    3,500,000
Note to shareholder             205,000
Mortgage note                   335,000
Unsecured promissory note        68,387
Total long-term debt         $8,858,387
Less current portion         (4,449,040)
Total long-term debt, less
  current portion            $4,409,347

There was no debt at June 30, 1999.

In  conjunction with the Asset Sale Agreement between Orban,  Inc.
and  CRL  Systems,  Inc.,  CRL Systems and Orban  entered  into  a
Credit  Agreement  to establish the terms and  conditions  of  the
$8,500,0000 loan from Orban to CRL Systems.  The loan is evidenced
by  two  promissory notes, the Senior Subordinated Tranche A  Note
(the  "Tranche A Note") and the Senior Subordinated Tranche B Note
(the  "Tranche  B Note").  The Tranche A Note, in  the  amount  of
$5,000,000,  bears  interest at 8 percent per annum  and  requires
quarterly   principal payments beginning March 31,  2001,  with  a
balloon  payment of $3,000,000 due on March 31, 2003, based on
current interest rates this includes a discount of $250,000.
The Tranche B  Note,  in the amount of $3,500,000, bears interest
at 8 percent per annum for the period from June 1, 2000 to July
31, 2000 and 10 percent per annum from August 1, 2000 up to its
September 30, 2000 maturity date.  The notes are secured by, among
other things,  all receivables,   inventory  and  equipment,
investment   property, including  CRL's  capital stock in CRL
ystems,  and  intellectual property of CRL and CRL Systems, as
defined  in the "Guarantee and  Collateral Agreement".

In consideration for arranging the above financing with Orban, the
Company  incurred financing fees of $97,500 to a shareholder,  the
total  of which is included Due to  Shareholders at June 30,  2000.
Such deferred financing fees are included in other assets and will
be amortized over the term of the related notes.

The Company issued $205,000 in long-term debt to a shareholder  in
consideration  for his role in the acquisition of  the  assets  of
Orban,  Inc.  The note bears interest at 7.5 per cent  per  annum,
with principal and interest due monthly beginning July 1, 2000 for
four years.  The original amount of the note has been included  in
the total acquisition costs of the Orban assets.

At  June 30, 2000, included in Due to Shareholders is $195,000 the
Company  received  in non-interest bearing cash advances from  Mr.
Brentlinger.  There is no stated term on the advances.

On  May  30,  2000, the Company mortgaged its office building  and
manufacturing  facility  in  Tempe,  Arizona  for  $335,000.   The
mortgage  note bears interest at 15.25 percent per annum,  payable
monthly, and the full principal balance due in November 2000.

On  June  12, 2000 the Company entered into a promissory note  for
$68,387  from an employee.  The note bears interest at 12  percent
per  annum.  All principal and interest is due September 12, 2000.
The note is unsecured.

The following represents the principal maturities of debt over the
next five years:

June 30, 2001      $4,449,040
June 30, 2002       1,049,202
June 30, 2003       3,303,021
June 30, 2004          57,214


5.   Stockholders' Equity

Common  Stock  and Warrants Subscription Agreement:    During  the
period  ended  June  30,  2000, the  Company  sold  in  a  private
placement, for $3.00 per share, 293,747 units of common stock  and
warrants   under  a  subscription  agreement  (the   "Subscription
Agreement") with accredited investors.  Under the agreement,  each
unit  consists  of one share the Company's common  stock  and  one
warrant (the "Class A Warrants") to purchase at an exercise  price
of  $3.50  per share one share of  the Company's common stock  and
one  Class  B  Warrant (as defined).  The Class A Warrant  may  be
exercised for a sixty day period following the registration of the
shares issuable upon exercise of the Class A Warrants.  The holder
of a Class A Warrant shall not have the right to obtain a Class  B
Warrant if the Class A Warrant is not timely exercised.

Each  Class  B Warrant, if and when issued, will be a  warrant  to
purchase  at  an exercise price of $4.00 per share  one  share  of
Company's  common stock and one Class C Warrant. The holder  of  a
Class  B  Warrant  shall not have the right to obtain  a  Class  C
Warrant if the Class B Warrant is not timely exercised, as defined
in the subscription agreement.

Each  Class  C Warrant, if and when issued,  will be a warrant  to
purchase  at  an exercise price of $4.50 per share  one  share  of
Company's common stock and one Class D Warrant.  The holder  of  a
Class  C  Warrant  shall not have the right to obtain  a  Class  D
Warrant if the Class C Warrant is not timely exercised, as defined
in the subscription agreement.

Each  Class  D Warrant, if and when issued,  will be a warrant  to
purchase  at  an exercise price of $5.00 per share  one  share  of
Company's common stock.

Stock  Options Exercised:  During the three months ended June  30,
2000,  Mr.  Brentlinger purchased 80,000 shares of  the  Company's
common  stock  for $2.50 per share under the 1999  stock  purchase
agreement  between himself and the Company.  Under such agreement,
Mr.  Brentlinger was obligated to purchase 171,250  shares  on  or
before September 30, 2000 for $2.50 per share.  At June 30,  2000,
he  remains  obligated  to purchase 91,250  shares  on  or  before
September 30, 2000 for a total price of $228,125.



6.  Subsequent Events

Stock  dividend:   On  July  7, 2000,  the  Board  of  Directors
declared  a  100 percent stock dividend of one share  of  common
stock  for  each share held, payable on August 15, 2000  to  all
shareholders of record as of the close of business on  July  31,
2000.

Common  stock:   During  July  and  August,  2000,  the  Company
received  funds  for  an  additional  63,332  units  under   the
Subscription Agreement for the total consideration of $189,996
and accordingly issued 63,332  shares  of its common stock.


Item.  2

              CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

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


Introduction

On May 31, 2000, CRL  Systems  acquired  the  net assets of Orban,
Inc., a   wholly-owned subsidiary    of    Harman    International
Industries, Inc.  Including the $500,000  previously paid to Orban,
the total cash purchase price was $10.5 million.  Accordingly, the
net  asset s and  results of  operations of CRL Systems Inc d.b.a.
Orban ("Orban") have been included in  these  financial statements
commencing May 31, 2000.

Results of Operations

Net  Revenues. Total net revenues during the three and six  months
ended   June  30,  2000,  were  $1.0  million  and  $1.2  million,
respectively,  compared  to  $275,000  and  $649,000  during   the
comparable  periods in 1999, respectively, reflecting an  increase
of  279%  and 92%, respectively. The increase in the net  revenues
was primarily attributable to Orban revenues, offset by a decrease
in  CRL  revenues,  as the Company continues to experience  slower
demand   across   its   product  lines,  in  both   domestic   and
international markets.

Gross  Profit. The increased revenue levels generated gross profit
of  $484,000 and $601,000 for the three and six  months ended June
30,  2000,  which  was  an  increase of  655%  and  201%  over the
comparable  periods  in  1999, respectively.  Gross  profit  as  a
percentage of net revenues increased from 23% to 47% for the three
months  ended June 30, 2000 as compared to  the three months ended
June 30, 1999.  Gross  profit   as  a  percentage  of net revenues
increased from 30% to 48% for the six  months ended June 30, 2000.
The  gross profit percentage improved as a result of the Company's
decision  not to  dissolve in  May 1999 and  thereby returning  to
selling it's  inventory at normal margins subsequent to such time.

Selling,  General and Administrative. Total selling, general,  and
administrative expenses ("SG&A") increased 839% and 155%  for  the
three  and six months ended June 30, 2000 as  compared to the same
periods during 1999, respectively. As  a  percentage  of  revenues,
SG&A went from 26% to 64% for the three months ended June 30, 1999
versus 2000,  respectively, and from 55% to 73% for the six months
ended June  30,  1999  versus  2000, respectively.  The  increased
SG&A dollars  are  due  in  part   to  the variable  component  of
SG&A (commissions  and  other  domestic  and  international  sales
and  marketing  expenses)  associated with the increased  revenues
resulting from the acquisition of Orban.  The fixed  component  of
SG&A  has  also increased  due  to  additional personnel in sales,
marketing and administration, amortization  of goodwill, and costs
related  to  Orban. As  a  result  SG&A  is  expected to be higher
throughout 2000 compared to 1999.


Research   and  Development.  Research  and  development  expenses
increased 279% and 263% for the three and six months ended June 30,
2000 as compared to  the same periods during 1999. The increase is
the result  of an  increase in  the number of engineering staff at
CRL and ongoing research and development activities at Orban.


Other  Income (Expense). Other income (expense) was ($62,000)  and
($46,000)  for  the  three  and six months  ended  June  30,  2000
compared  to  $7,000  and $20,000 for the same  periods  in  1999.
Other  income  in  1999  consisted of interest  on  the  Company's
marketable  securities  and the cash surrender  value  of  a  life
insurance  policy.   In 2000, the marketable securities  had  been
sold,  leaving  no  source for interest  income  after  the  first
quarter  and  the Company entered into various forms  of  debt  to
finance  the  purchase  of Orban's assets, resulting  in  interest
expense  of  $63,000 for the three and six months ended  June  30,
2000.

CRL plans to attempt to raise additional capital during fiscal year
2000 with a private equity placement of  an undetermined number of
shares  of CRL's  common stock. CRL  intends  to  apply  any  such
additional capital  to  debt repayment with any excess funds to be
used  for product  development, and  working capital  requirements
above  those funded  from  operations. The  Company  has  not  yet
entered  into any  agreements  for  this  planned  private  equity
funding. See "Liquidity and Capital Resources."


Liquidity and Capital Resources

As  discussed above, on May 31, 2000, CRL Systems acquired the net
assets  of  Orban,  Inc.,  a  wholly-owned  subsidiary  of  Harman
International Industries, Inc.  Including the $500,000  previously
paid to Orban, the total cash purchase price was $10.5 million, $2
million  of  which was paid in cash, the balance a combination  of
short term and long-term seller financing.  In order to raise  the
cash  necessary  for the purchase, the Company sold  approximately
$1,000,000  in  common  stock through  a  private  placement,  the
Company's   majority  shareholder,  Charles  Jayson   Brentlinger,
advanced $150,000 to the Company, and the Company's Tempe, Arizona
office   building  was  mortgaged  for  $335,000.     The   seller
financing  consists of a $3.5 million short term and a $5  million
long-term  note to Orban, Inc.  The Asset Sale Agreement  between
CRL  Systems and Orban, Inc. ("the Asset Sale Agreement") contains
a  provision to allow Orban to rescind the transaction if,  as  of
November  30,  2000,  CRL Systems has not paid in  full  the  $3.5
million short term note.  If Orban exercises its option to rescind
the  agreement,  it is to return $9,250,000 of the  cash  purchase
price  to  CRL  Systems,  with  the difference  due  to  Orban  as
liquidating damages.

In addition to the cash purchase price,  CRL issued to Orban, Inc.
warrants   to  purchase  500,000  shares  of  its  common   stock,
immediately exercisable for $4.50 per share.  The warrants have  a
3  year  term, and can be exercised either in cash or by  reducing
the unpaid princicpal amount of the $5  million long-term note, or
in  any  combination thereof.  The Company is in  the  process  of
obtaining  an  independent valuation  of  the  warrants.   In  the
absence  of such a valuation, the Company has valued the  warrants
using  a Black-Scholes valuation model at  $4,125,000 which,  when
combined with the cash purchase price, results in a total purchase
price  of  Orban's assets of $14,625,000.  The fair value  of  the
assets  acquired  is estimated to be $15,500,000 and  the  Company
assumed   approximately  $600,000  in  liabilities  and   incurred
approximately  $300,000  in  costs.   The  acquisition  has   been
accounted for as a purchase.

The Company issued $205,000 in long-term debt to a shareholder  in
consideration  for his role in the acquisition of  the  assets  of
Orban,  Inc.  The note bears interest at 7.5 per cent  per  annum,
with principal and interest due monthly beginning July 1, 2000 for
four years.  The original amount of the note has been included  in
the total acquisition costs of the Orban assets.

In  conjunction with the Asset Sale Agreement between Orban,  Inc.
and  CRL  Systems,  Inc.,  CRL Systems and Orban  entered  into  a
Credit  Agreement  to establish the terms and  conditions  of  the
$8,500,0000 loan from Orban to CRL Systems.  The loan is evidenced
by  two  promissory notes, the Senior Subordinated Tranche A  Note
(the  "Tranche A Note") and the Senior Subordinated Tranche B Note
(the  "Tranche  B Note").  The Tranche A Note, in  the  amount  of
$5,000,000,  bears  interest at 8 percent per annum  and  requires
quarterly   principal payments beginning March 31,  2001,  with  a
balloon  payment of $3,000,000 due on March 31, 2003.  The Tranche
B  Note,  in the amount of $3,500,000, bears interest at 8 percent
per annum for the period from June 1, 2000 to July 31, 2000 and 10
percent per annum from August 1, 2000 up to its September 30, 2000
maturity date.  The notes are secured by, among other things,  all
receivables,   inventory  and  equipment,   investment   property,
including  CRL's  capital stock in CRL Systems,  and  intellectual
property of CRL and CRL Systems, as defined  in the "Guarantee and
Collateral  Agreement". In consideration for arranging  the  above
financing  with  Orban,  the Company incurred  financing  fees  of
$97,500 to a shareholder.

As  of  June  30,  2000, there was outstanding  $195,000  in  non-
interest  bearing  cash  advances the Company  received  from  Mr.
Brentlinger.  There is no stated term on the advances.

On  May  30,  2000, the Company mortgaged its office building  and
manufacturing  facility  in  Tempe,  Arizona  for  $335,000.   The
mortgage  note bears interest at 15.25 percent per annum,  payable
monthly, and the full principal balance due in November 2000.

On  June  12, 2000 the Company entered into a promissory note  for
$68,387  from an employee.  The note bears interest at 12  percent
per  annum.  All principal and interest is due September 12, 2000.
The note is unsecured.

During  the  period  ended June 30, 2000, the Company  sold  in  a
private  placement, for $3.00 per share, 293,747 units  of  common
stock   and   warrants   under  a  subscription   agreement   (the
"Subscription  Agreement") with accredited investors.   Under  the
agreement,  each  unit consists of one share the Company's  common
stock  and one warrant (the "Class A Warrants") to purchase at  an
exercise  price  of  $3.50 per share one share  of  the  Company's
common  stock and one Class B Warrant (as defined).  The  Class  A
Warrant  may  be  exercised for a sixty day period  following  the
registration of the shares issuable upon exercise of the  Class  A
Warrants.   The  holder of a Class A Warrant shall  not  have  the
right  to obtain a Class B Warrant if the Class A Warrant  is  not
timely exercised.  Each Class B Warrant, if and when issued,  will
be  a  warrant to purchase at an exercise price of $4.00 per share
one  share of Company's common stock and one Class C Warrant.  The
holder  of a Class B Warrant shall not have the right to obtain  a
Class C Warrant if the Class B Warrant is not timely exercised, as
defined  in the subscription agreement.  Each Class C Warrant,  if
and  when  issued, will be a warrant to purchase  at  an  exercise
price  of $4.50 per share one share of Company's common stock  and
one  Class  D Warrant.  The holder of a Class C Warrant shall  not
have  the right to obtain a Class D Warrant if the Class C Warrant
is not timely exercised, as defined in the subscription agreement.
Each  Class  D Warrant, if and when issued,  will be a warrant  to
purchase  at  an exercise price of $5.00 per share  one  share  of
Company's common stock.

During  the  three  months ended June 30,  2000,  Mr.  Brentlinger
purchased  80,000 shares of the Company's common stock  for  $2.50
per  share under the 1999 stock purchase agreement between himself
and  the  Company.   Under  such agreement,  Mr.  Brentlinger  was
obligated  to  purchase 171,250 shares on or before September  30,
2000  for $2.50 per share.  At June 30, 2000, he remains obligated
to  purchase 91,250 shares on or before September 30, 2000  for  a
total price of $228,125.


At  June  30, 2000, the Company had cash of $172,000. The  Company
had  a negative net working capital of approximately $310,000 June
30,  2000  compared  to positive working capital  of  $938,000  at
December 31, 1999. The Company will attempt to address the deficit
in working  capital  through  seeking  a  combination of  accounts
receivable and asset based financing.

The Company will  need  additional  capital  during the next three
months,  primarily  to  meet  its debt obligations described above.
The Company will  attempt  to  seek such capital through a private
equity placement of its  common stock, through asset-based lending,
or a combination thereof. There is   no assurance that the Company
will  be able to attract  additional capital or that the funds, if
acquired, will  be  sufficient  to  meet  its  debt obligations or
operating capital requirements.





           CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES




                    Part II. OTHER INFORMATION

Item 2. Changes in use of securities and use of proceeds

During  the  period  ended June 30, 2000, the Company  sold  in  a
private  placement, for $3.00 per share, 293,747 units  of  common
stock   and   warrants   under  a  subscription   agreement   (the
"Subscription  Agreement") with accredited investors.   Under  the
agreement,  each  unit consists of one share the Company's  common
stock  and one warrant (the "Class A Warrants") to purchase at  an
exercise  price  of  $3.50 per share one share  of  the  Company's
common  stock and one Class B Warrant (as defined).  The  Class  A
Warrant  may  be  exercised for a sixty day period  following  the
registration of the shares issuable upon exercise of the  Class  A
Warrants.   The  holder of a Class A Warrant shall  not  have  the
right  to obtain a Class B Warrant if the Class A Warrant  is  not
timely exercised.  Each Class B Warrant, if and when issued,  will
be  a  warrant to purchase at an exercise price of $4.00 per share
one  share of Company's common stock and one Class C Warrant.  The
holder  of a Class B Warrant shall not have the right to obtain  a
Class C Warrant if the Class B Warrant is not timely exercised, as
defined  in the subscription agreement.  Each Class C Warrant,  if
and  when  issued, will be a warrant to purchase  at  an  exercise
price  of $4.50 per share one share of Company's common stock  and
one  Class  D Warrant.  The holder of a Class C Warrant shall  not
have  the right to obtain a Class D Warrant if the Class C Warrant
is not timely exercised, as defined in the subscription agreement.
Each  Class  D Warrant, if and when issued, will be a  warrant  to
purchase  at  an exercise price of $5.00 per share  one  share  of
Company's common stock.

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 June 15, 2000



           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 21, 2000
                                       BY /s/Charles Jayson Brentlinger
                                       Charles Jayson Brentlinger

                                       President (Authorized Officer for
                                       signature)