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, 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                      June 30, 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
         June 30, 1999 (Unaudited) and
         December 31, 1998                             2

       Consolidated Condensed Statements of
         Operations - Six months ended
         June 30, 1999 and 1998 (Unaudited)            4

       Consolidated Condensed Statements of Cash
         Flows -  Six months ended June 30, 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

                                                June 30,  December 31,
                                                  1999      1998
                                              (Unaudited)
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                  $  527,216  $  128,691
   Securities available-for-sale                 434,036     486,961
   Accounts receivable, less allowance for
      doubtful accounts of $9,715 at
      June 30, 1999 and $6,520 at December
      31, 1998                                    23,937      87,942

   Inventories:
      Raw materials and supplies                  28,845      28,844
      Work in process                             14,540      25,090
      Finished goods                              51,382     330,433

Total inventories, net of obsolescence
      reserve of $682,751 at  June
      30, 1999 and $696,751 at
      December 31  1998                           94,767     384,367

   Prepaid expenses and other                      6,760       9,566

      Total current assets                     1,086,716   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                       532,353     555,878

   Total                                       1,471,294   1,494,819
   Less accumulated depreciation               1,058,486   1,061,082

      Property, plant and equipment - net        412,808     433,737

OTHER ASSETS - NET                                             1,310

TOTAL                                         $1,499,524  $1,532,574

                                                (continued)



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


                                                June 30,   December 31,
                                                  1999       1998
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts payable                          $  11,303    $ 44,748
   Accrued salaries and benefits                 17,887      36,703
   Accrued professional fees                      4,303      27,986
   Customer deposits                              1,772      17,355
   Other accrued expenses and liabilities        18,511      12,215
   Deposit for purchase of Company's
      common stock                              300,000
   Long-term debt - current portion                          21,000

       Total current liabilities                353,776     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                             20,380     247,199
                                              1,327,388   1,554,207
   Less, common stock in treasury
           - at cost, 187,500 shares           (181,640)   (181,640)
        Total stockholders' equity            1,145,748   1,372,567

TOTAL                                        $1,499,524  $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   Six Months Ended
                                    June 30,         June 30,
                                1999     1998       1999     1998

NET SALES                    $274,683  $324,665   $648,976  $841,875

COST OF GOODS SOLD            210,652   149,830    454,319   370,735

   Gross profit                64,031   174,835    194,657   471,140

OPERATING EXPENSES:
    Selling, general and
    administrative             70,714   303,460    356,124   525,337
   Research and development    56,231    57,350     85,579   113,339

   Total operating expenses   126,945   360,810    441,703   638,676


LOSS  FROM OPERATIONS         (62,914) (185,975)  (247,046) (167,536)

OTHER INCOME (EXPENSE):
   Proceeds from officer's
     life insurance in
     excess of cash surrender
     value                                                 1,000,681
   Interest and other income    6,619    7,240      20,227    10,069
   Interest expense                                          (19,156)

   Total other income           6,619    7,240      20,227   991,594

(LOSS) INCOME BEFORE
    INCOME TAXES              (56,295) (178,735)  (226,819)  824,058

INCOME TAX(BENEFIT)PROVISION

NET (LOSS) INCOME            $(56,295)$(178,735) $(226,819) $824,058

(LOSS) INCOME PER COMMON SHARE -
       Basic                    $(.14)    $(.38)     $(.55)   $ 1.54
       Diluted                  $(.14)    $(.38)     $(.55)   $ 1.53

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES  OUTSTANDING -
   Basic                       410,182   472,682    410,182   535,182
   Diluted                     410,182   472,682    410,182   537,815

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 31,
                                              1999       1998
OPERATING  ACTIVITIES:

NET   (LOSS) INCOME                       $(226,819)   $824,058
ADJUSTMENTS TO RECONCILE NET (LOSS) INCOME
TO NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES:
  Depreciation and amortization              15,535      30,749
  Loss on sale of assets                      5,394
  Proceeds from officer's life insurance
  in excess of
    cash surrender value                             (1,000,681)
  Changes in assets and liabilities:
     Accounts receivable                     64,005       4,683
       Inventories                          289,600     (72,834)
     Prepaid expenses and other assets        4,116      (3,531)
      Accounts  payable,  accrued expenses
      and  customer  deposits               (85,231)     61,839

NET  CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES                                   66,600    (155,717)
INVESTING ACTIVITIES:
  Proceeds from officer's life insurance              1,033,051
  Purchase of securities                   (243,003)   (948,156)
  Proceeds from sale or maturity of
     securities                             295,928     534,680
  Capital expenditures                                  (13,137)
NET CASH PROVIDED BY INVESTING ACTIVITIES    52,925     606,438

FINANCING ACTIVITIES:
  Principal payments on  long-term debt     (21,000)   (101,176)
  Deposit on purchase of Company's common
      stock                                 300,000
   Purchase of treasury share                          (181,640)
NET  CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES                                  279,000    (282,816)

NET INCREASE  IN CASH AND CASH EQUIVALENTS  398,525     167,905

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD $527,216   $ 287,756

SUPPLEMENTAL CASH FLOW INFORMATION
  Non cash investing activities - unrealized
       appreciation of securities available-
       for -sale                                        $ 9,074
  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 June 30, 1999 and the Consolidated  Condensed
Statements  of Operations for the three and six months ended  June
30,  1999  and  1998 and the Consolidated Condensed Statements  of
Cash  Flows for the six months ended June 30, 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 six months ended June
30, 1998, the effects of 14,062 total shares related to options to
purchase common stock were not used for computing diluted earnings
per share because the results would be antidulitive. All options
expired unexcersied in May 1999.

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.

On June 28, 1999, the Company and Mr. Gary Clarkson (Chairman of
the Board, President and  CEO of the Company) entered into an
agreement to sell to Mr. Charles Jayson Brentlinger the
controlling interest in CRL. The transaction is subject to
customary conditions and is expected to close on or before
September 30, 1999.

Of the Company's 597,682 shares of issued common stock, 288,870
are held by the public, 121,312 are held by Mr. Gary Clarkson, and
187,500 are held as treasury stock. All previously issued options
to purchase shares of the Company's common stock have expired.

Mr. Brentlinger has agreed to purchase 187,500 shares of the
Company's authorized, but unissued Common stock at $3.05 per
share, for a total of $571,875. Mr. Brentlinger has paid a
$300,000 cash deposit towards the purchase of the shares which is
included in current liabilities. The balance is to be paid on
closing, on or before September 30, 1999. Within one year of
closing Mr. Brentlinger has agreed to purchase an additional
171,250 shares of the Company's common stock at $2.50 per share
cash for a total of $428,125. Mr. Brentlinger will have a 5 year
option to purchase an additional 500,000 shares of the Company's
common stock for $2.50 per share cash for a total of $1,250,000.

At the closing, Mr.Brentlinger has agreed to purchase all of
Mr.Clarkson's stock, 121,312 shares, at $3.05 per share, with
$250,000 to be paid at closing and the balance to be paid as
determined between the parties.

As a result of the aforementioned transactions, at closing Mr.
Brentlinger will own 308,812 shares of the Company's common stock
which is 51.67% of the 597,682 outstanding shares.

 Mr. Clarkson has resigned as President and Chief Executive
Officer of the Company and has been replaced by Mr. Brentlinger.
Mr. Clarkson will remain with the Company as an Advanced Product
Engineer, under a 3 year employment contract, and will remain as
Chairman of the Board. After closing, Mr. Brentlinger shall be
appointed to the Board of Directors of the Company, to serve a
term to expire at the next meeting of shareholders duly called to
elect a Board of Directors.

Mr. Brentlinger resumed production of the Company 's current
product lines. Upon closing of this Agreement with Mr. Brentlinger
, the Board of Directors, pursuant to its authority under Arizona
Law , will vote not to dissolve the Company, but to continue in
business, as set forth above.






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
$733,000  and  the ratio of current assets to current  liabilities
was 3.07 to 1 at June 30, 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 decreased $52,000 from $487,000 at December  31,
1998 to $434,000 at June 30, 1999. The decrease was the result  of
T-Bills maturing and the funds converted to cash.

       Accounts receivable were $24,000 at June 30, 1999  compared
to  $88,000 at December 31, 1998. The decrease of $64,000 was  the
result of both lower sales and an increase in prepaid sales.

       Total inventories were $95,000 at June 30, 1999 compared to
total  inventories of $384,000 at December 31, 1998. The  decrease
is  the  result  of  the  Company  suspending  production  of  new
equipment and selling finished goods from current inventory.

       Current liabilities increased $194,000 to $354,000 at  June
30,  1999 from $160,000 at December 31, 1998. The increase was the
result  of  a  $106,000  decrease  in  accounts  payable,  accrued
expenses and current portion of long term debt in anticipation  of
dissolving  the  Company,  offset by a $300,000  deposit  for  the
purchase of the Company's stock received from Charles Brentlinger.

       The Company believes its future liquidity needs will be met
by  a combination of cash generated from operating activities, the
reduction of investments, the sale of treasury stock 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 three months ended June 30, 1999 totaled
$275,000 compared to $325,000 for the three months ended June  30,
1998.  For  the  six  months ended June 30, 1999  net  sales  were
$649,000  compared to $842,000 for the six months ended  June  30,
1998. The Company continues to experience slower demand across its
product   lines,  in  both  domestic  and  international  markets.
Discounts were increased to move inventory.

       Cost  of  goods sold were 77% of net sales  for  the  three
months ended June 30, 1999 compared to 46% for the same period  in
1998.  For  the six months ended June 30, 1999 cost of goods  sold
were  70% compared to 44% for the six months ended June 30,  1998.
The increase in cost of goods sold was a result of the decrease in
net  sales,  increase  in  discounts, and increase  in  production
salaries  as  the  result of severance expenses  relating  to  the
potential dissolution of the Company.

       Selling, general and administrative expenses were  $356,000
for  the  six months ended June 30, 1999 compared to $525,000  for
the  same  period  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 for the six months  ended
June 30, 1999 totaled $86,000, compared to the same period in 1998
of $113,000. The decrease is the result of a decrease in the staff
in engineering.

      Interest and other income totaled $20,000 for the six months
ended  June 30, 1999 compared to $10,000 for the six months  ended
June  30,  1998.  The  increase was due  to  miscellaneous  income
received on the cancellation of a life insurance policy.

       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  six  months
ended  June  30, 1999. Interest expense of $19,000  for  the  same
period in 1998 consists of the interest cost on this mortgage.

      The loss for the six months ended June 30, 1999 was $227,000
compared  to net income of $824,000 for the six months ended  June
30,  1998.  The  significant change was due to the  proceeds  from
officer's  life  insurance in excess of cash  surrender  value  of
approximately $1,000,000 recognized by the Company during the  six
months ended June 30, 1998

Year 2000 Readiness Disclosure

Many computer systems in use today were designed and developed
using two digits, rather than four, to specify the year. As a
result, such systems will recognize the year 2000 as "00."  This
could cause many computer applications to fail completely or to
create erroneous results unless corrective measures are taken.
This is referred to as the "Y2K" problem.

In February 1998, the Company's board of directors passed a plan
(the "Year 2000 Plan") that the Company developed to achieve Year
2000 readiness. The Year 2000 Plan is intended to remediate the
Year 2000 issue in all categories of systems in use by CRL so that
CRL may continue its operations without interruptions or with
minimal disruptions.  The Year 2000 Plan, which also allocated
financial resources to assure Y2K compliance, is outlined below.

State of Readiness

Computer hardware - CRL uses Personal Computers ("PC") linked
together in a network. These PCs are upgraded periodically to
increase efficiency and to stay current with new technology. Any
hardware that is not currently Y2K compliant will be upgraded
October 31 ,1999. It is not anticipated that there will be any
substantial additional expenses incurred in these upgrades.

Accounting software - CRL is under contract with a software
company for CRL's accounting software. It is anticipated that this
software will be Y2K compliant by year-end 1999. Since CRL is
under contract with this software company, this compliance is
handled as a normal upgrade of software.

Internal developmental and operational software - CRL is currently
evaluating all internal software used in development of products
and in internal Company operations. It is anticipated that no
substantial cost will be incurred in bringing all internal
developmental and operational software to compliance. These
programs are off- the-shelf products, which will either be
upgraded or replaced by an alternative product that is compliant.

Suppliers - CRL has a significant inventory of raw materials. It
is estimated that the Company could continue to manufacture
products for 3 months with current supplies of raw materials. This
quantity of raw materials is expected to be the same at year-end
1999. If a supplier were unable to deliver after this three-month
period due to Y2K non-compliance, CRL would look for an
alternative supplier, or redesign the product to use an
alternative, available part. CRL feels that either one of these
alternatives could be realized without significant additional
expense or loss of revenue. CRL is currently requesting Y2K
compliance documentation from its major suppliers.

Shipping and freight companies  -  CRL uses several methods and
companies to ship products to customers. The Company feels that
due to the abundance of alternatives available there should not be
a problem distributing products.  CRL has no method of assuring
compliance from public transportation and shipping, Postal
Service, FAA etc., which could adversely affect the Company's
ability to deliver products.

CRL's products - Three of CRL's products contain embedded chips,
which need to be Y2K compliant. The Company has identified all
products that were shipped with non-Y2K compliant chips and is
notifying these customers that a free software upgrade is
available to make these chips Y2K compliant. The number of
products shipped with non-Y2K compliant chips is small and the
cost to supply the Y2K compliant software is insignificant to
the Company. All products that are currently in inventory and
that are currently being manufactured contain embedded chips,
which are Y2K compliant

CRL's dealers - CRL is currently requesting Y2K compliance
documentation from major dealers who purchase the Company's
products on credit to insure that there will be no delay of
payment of invoices.

Cost

The Board of Directors of CRL has allocated $10,000 for the
Company's estimated cost of Y2K compliance. The estimated cost of
new hardware, software and manpower to become Y2K compliant was
used to determine this estimated cost.

Risk

CRL believes that its internal operations will be Y2K compliant,
and there will be no material interruption in operations. However,
due to the general uncertainty inherent in the Y2K problem,
resulting from the uncertainty of the Y2K readiness of third-party
supplies and customers, the Company is unable to determine at this
time whether the consequences of Y2K failures will have a material
impact on the Company's result of operations, liquidity or
financial condition. CRL believes that, with the implementation of
the Y2K plan initiated by the board of directors, that the
possibility of significant interruptions in normal operations
should be reduced.

Contingency Plans

Internal Y2K compliance will be completed prior to October 31,
1999. Any unexpected problems associated with internal compliance
will be remedied with alternative available hardware or software.
Contingency plans with external companies will be accomplished by
having alternative supplies and shippers. This should minimize the
potential risk of interruptions to operations.


           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
                         8-K filed on June 29, 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: August 12, 1999
                                       BY /s/Charles Jayson Brentlinger
                                       Charles Jayson Brentlinger

                                       President (Authorized
                                       Officer for signature)