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

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1

              [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the quarterly period ended June 30, 2003

                                       OR

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


                          Commission File No.: 0-11353

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

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



                    1330 W. Auto Drive, Tempe, Arizona 85284
               (Address of principal executive offices) (Zip code)

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

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  [X] Yes     [ ] No

  The number of shares outstanding of each class of our common equity as of
August 14, 2003 is as follows:

Class of Common Equity                      Number of Shares
----------------------                      ----------------
Common Stock, par value $.10                3,891,335

<PAGE>
EXPLANATORY NOTE: The registrant is amending "Item 6. Exhibits and Reports on
Form 8-K" of its quarterly report on Form 10-QSB for the quarter ended June 30,
2003 (the Form 10-QSB Report), which Form 10-QSB Report was filed with the
Commission on August 14, 2003. This amendment includes the new forms of the
executive officer and financial officer certifications pursuant to Sections 302
and 906 of the Sarbanes Oxley Act of 2002, as provided for in the Commission's
Release No. 33-8238 dated June 5, 2003. The registrant inadvertently included
the old forms of such certifications in the Form 10-QSB Report.

The Form 10-QSB Report is amended as follows:

a. Item 6 of the Form 10-QSB Report is deleted in its entirety and replaced by
   the following Item 6, and

b. The Certifications dated August 14, 2003 of the registrant's chief executive
   officer and its chief financial officer, which were filed as pages
   immediately following the signature page of the Form 10-QSB, are deleted and
   Exhibits 99.1 and 99.2 filed as part of the Report on Form 10-QSB are
   deleted, and the foregoing deleted Certifications and Exhibits are replaced
   by Exhibits 31.1, 31.2, 32.1 and 32.2, respectively, filed herewith.

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<PAGE>
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

Exhibit
Number  Description

2.1(1)  Asset Sale and Purchase Agreement, dated as of November 16, 2001, among
        Dialog4 System Engineering GmbH, Berthold   Burkhardtsmaier,  Cornelia
        Burkhardtsmaier, Friedrich  Maier, Circuit Research Labs,  Inc.  and CRL
        Systems, Inc.
10.1(1) Amendment to Existing Agreements and Closing Declaration, dated as of
        January 18, 2002, among Dialog4 System Engineering GmbH, Berthold
        Burkhardtsmaier, Cornelia Burkhardtsmaier, Friedrich Maier, Circuit
        Research Labs, Inc., CRL Systems, Inc. and Charles Jayson Brentlinger
10.2(2) Second Amendment to Existing Agreements and Closing Declaration, dated
        as of March 26, 2002, among Dialog4 System Engineering GmbH, Berthold
        Burkhardtsmaier, Cornelia Burkhardtsmaier, Friedrich Maier, Circuit
        Research Labs, Inc., CRL Systems, Inc. and Charles Jayson Brentlinger
10.3(3) Second Amendment to Credit Agreement, dated as of May 1, 2002, by and
        among Circuit Research Labs, Inc., as Parent, CRL Systems, Inc. as
        Borrower, and Harman Acquisition Corporation (formerly known as Orban,
        Inc.), as Lender
10.4(3) Second Amended and Restated Tranche A Note, dated as of May 1, 2002,
        from CRL Systems, Inc. to Harman Acquisition Corporation (formerly known
        as Orban, Inc.) in the amount of $5,000,000
10.5(3) Second Amended and Restated Tranche B Note, dated as of May 1, 2002,
        from CRL Systems, Inc. to Harman Acquisition Corporation (formerly known
        as Orban, Inc.) in the amount of $3,500,000
10.6(4) Form of Circuit Research Labs, Inc. Stock Option Agreement
99.1(5) Letter Agreement between Circuit Research Labs, Inc. and Harman
        Acquisition Corp. dated as of March 27, 2003
99.2(6) Letter Agreement among Circuit Research Labs, Inc., CRL Systems, Inc.
        and Harman Acquisition Corp. dated as of May 16, 2003
31.1    Certification of Chief Executive Officer pursuant to Item 601(b)(31) of
        Regulation S-B.  (Filed herewith).
31.2    Certification of Chief Financial Officer pursuant to Item 601(b)(31) of
        Regulation S-B.  (Filed herewith).
32.1    Certification of Chief Executive Officer pursuant to item 601(b)(32) of
        Regulation S-B.  (Filed herewith).
32.2    Certification of Chief Financial Officer pursuant to item 601(b)(32) of
        Regulation S-B.  (Filed herewith).

(1) Incorporated by reference to the Registrant's Report on Form 8-K dated
    February 4, 2002.
(2) Incorporated by reference to the Registrant's Report on Form 10-KSB for the
    fiscal year ended December 31, 2001.
(3) Incorporated by reference to the Registrant's Report on Form 8-K dated May
    13, 2002.
(4) Previously filed with the Registrant's Form 10-QSB for the first quarter
    ended March 31, 2002.
(5) Incorporated by reference to the Registrant's Report on Form 8-K dated April
    1, 2003.
(6) Previously filed with the Registrant's Form 10-QSB for the first quarter
    ended March 31, 2003.

     (b)  During the three months ended June 30, 2003, the Registrant filed
          the following reports on Form 8-K:

          Form 8-K (Item 7 and 9) filed on April 1, 2003 announced a letter
          agreement between the Registrant and Harman Acquisition Corp.


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<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                      CIRCUIT RESEARCH LABS, INC.


Dated: August 20, 2003              By: /s/ Robert W. McMartin
                                     --------------------------------
                                     Robert W. McMartin
                                     Vice President, Treasurer and
                                     Chief Financial Officer



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<PAGE>
                                  EXHIBIT INDEX

Exhibit Description
Number

2.1(1)  Asset Sale and Purchase Agreement, dated as of November 16, 2001, among
        Dialog4 System Engineering GmbH, Berthold   Burkhardtsmaier,  Cornelia
        Burkhardtsmaier, Friedrich  Maier, Circuit Research Labs,  Inc.  and CRL
        Systems, Inc.
10.1(1) Amendment to Existing Agreements and Closing Declaration, dated as of
        January 18, 2002, among Dialog4 System Engineering GmbH, Berthold
        Burkhardtsmaier, Cornelia Burkhardtsmaier, Friedrich Maier, Circuit
        Research Labs, Inc., CRL Systems, Inc. and Charles Jayson Brentlinger
10.2(2) Second Amendment to Existing Agreements and Closing Declaration, dated
        as of March 26, 2002, among Dialog4 System Engineering GmbH, Berthold
        Burkhardtsmaier, Cornelia Burkhardtsmaier, Friedrich Maier, Circuit
        Research Labs, Inc., CRL Systems, Inc. and Charles Jayson Brentlinger
10.3(3) Second Amendment to Credit Agreement, dated as of May 1, 2002, by and
        among Circuit Research Labs, Inc., as Parent, CRL Systems, Inc. as
        Borrower, and Harman Acquisition Corporation (formerly known as Orban,
        Inc.), as Lender
10.4(3) Second Amended and Restated Tranche A Note, dated as of May 1, 2002,
        from CRL Systems, Inc. to Harman Acquisition Corporation (formerly known
        as Orban, Inc.) in the amount of $5,000,000
10.5(3) Second Amended and Restated Tranche B Note, dated as of May 1, 2002,
        from CRL Systems, Inc. to Harman Acquisition Corporation (formerly known
        as Orban, Inc.) in the amount of $3,500,000
10.6(4) Form of Circuit Research Labs, Inc. Stock Option Agreement
99.1(5) Letter Agreement between Circuit Research Labs, Inc. and Harman
        Acquisition Corp. dated as of March 27, 2003
99.2(6) Letter Agreement among Circuit Research Labs, Inc., CRL Systems, Inc.
        and Harman Acquisition Corp. dated as of May 16, 2003
31.1    Certification of Chief Executive Officer pursuant to Item 601(b)(31) of
        Regulation S-B.  (Filed herewith).
31.2    Certification of Chief Financial Officer pursuant to Item 601(b)(31) of
        Regulation S-B.  (Filed herewith).
32.1    Certification of Chief Executive Officer pursuant to item 601(b)(32) of
        Regulation S-B.  (Filed herewith).
32.2    Certification of Chief Financial Officer pursuant to item 601(b)(32) of
        Regulation S-B.  (Filed herewith).

(1) Incorporated by reference to the Registrant's Report on Form 8-K dated
    February 4, 2002.
(2) Incorporated by reference to the Registrant's Report on Form 10-KSB for the
    fiscal year ended December 31, 2001.
(3) Incorporated by reference to the Registrant's Report on Form 8-K dated May
    13, 2002.
(4) Previously filed with the Registrant's Form 10-QSB for the first quarter
    ended March 31, 2002.
(5) Incorporated by reference to the Registrant's Report on Form 8-K dated April
    1, 2003.
(6) Previously filed with the Registrant's Form 10-QSB for the first quarter
    ended March 31, 2003.

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