1


                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549


                            FORM 10-QSB


            QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

               For Quarter Ended September 30, 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                      September 30, 1999
     Common stock, $.10 par value     597,682



            CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
                                 INDEX



                                                      Page
                                                     number



Part I.  FINANCIAL INFORMATION:


   Item 1. Financial Statements

       Consolidated Condensed Balance Sheets
         September 30, 1999 (Unaudited) and
         December 31, 1998                             2

       Consolidated Condensed Statements of
         Operations - Nine months and three months
         ended September 30, 1999 and 1998 (Unaudited) 4

       Consolidated Condensed Statements of Cash
         Flows -  Nine months ended September 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                        12

   Item 6.  Exhibits and Reports on Form 8-K          12

   Signatures                                         13



                   PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

CURRENT ASSETS:
   Cash and cash equivalents                  $  291,773   $ 128,691
   Securities available-for-sale                 771,461     486,961
   Accounts receivable, less allowance for
      doubtful accounts of $9,715 at September
      30, 1999 and $6,520 at December 31, 1998    60,417      87,942

   Inventories:
      Raw materials and supplies                  34,046      28,844
      Work in process                             15,892      25,090
      Finished goods                              70,179     330,433

Total inventories, net of obsolescence reserve
      of $682,751 at September 30, 1999 and
      $696,751 at December 31, 1998              120,117     384,367

    Prepaid expenses and other                    12,818       9,566

      Total current assets                     1,256,586   1,097,527

PROPERTY, PLANT AND EQUIPMENT:
   Land                                          130,869     130,869
   Building and improvements                     503,000     503,000
   Furniture and fixtures                        312,679     305,072
   Machinery and equipment                       525,115     555,878

   Total                                       1,471,663   1,494,819
   Less accumulated depreciation               1,051,703   1,061,082

      Property, plant and equipment - net        419,960     433,737


OTHER ASSETS - NET                                             1,310

TOTAL                                         $1,676,546  $1,532,574

                                                         (continued)


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


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

CURRENT LIABILITIES:
    Accounts payable                            $  46,631    $ 44,748
   Accrued salaries and benefits                   29,628      36,703
   Accrued professional fees                        4,426      27,986
   Customer deposits                                5,611      17,355
   Other accrued expenses and liabilities           6,899      12,215
   Long-term debt - current portion                            21,000

       Total current liabilities                   93,195     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                   1,637,475   1,247,240
    (Deficit) retained earnings                  (113,892)    247,199
                                                1,583,351   1,554,207
    Less, common stock in treasury - at cost,
    187,500  shares                                          (181,640)
Total stockholders' equity                      1,583,351   1,372,567

TOTAL                                          $1,676,546  $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   Nine Months Ended
                                   September 30,      September 30,
                                    1999      1998     1999       1998


NET SALES                       $196,000  $421,598  $844,976 $1,263,473

COST OF GOODS SOLD               107,514   191,158   561,833    561,893

   Gross profit                   88,486   230,440   283,143    701,580

OPERATING EXPENSES:
    Selling, general and
    administrative               188,012   209,982   544,136    735,319
   Research and development       42,542    61,837   128,120    175,176

   Total operating expenses      230,554   271,819   672,256    910,495


LOSS  FROM OPERATIONS           (142,068)  (41,379) (389,113)  (208,915)

OTHER INCOME (EXPENSE):
   Proceeds from officer's life
    insurance in excess of cash
    surrender value                                           1,000,681
   Interest and other income       7,795   14,785     28,022     24,854
   Interest expense                                             (19,156)

   Total other income              7,795   14,785     28,022  1,006,379

(LOSS)INCOME BEFORE INCOME TAXES(134,273) (26,594)  (361,091)   797,464


NET (LOSS)INCOME               $(134,273)$(26,594) $(361,091)  $797,464

(LOSS)INCOME PER COMMON SHARE -
       Basic                      $(.33)   $(.06)     $(.88)     $1.62
       Diluted                    $(.33)   $(.06)     $(.88)     $1.60

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING -
   Basic                        412,221   410,182    410,869   493,515
   Diluted                      412,222   410,182    410,869   497,238

See accompanying notes to consolidated condensed financial statements.



           CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
            CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (Unaudited)
                                                 Nine Months Ended
                                                    September 30,
                                                   1999        1998
OPERATING ACTIVITIES:

NET   (LOSS) INCOME                             $(361,091)    $797,464
ADJUSTMENTS TO RECONCILE NET (LOSS) INCOME
TO NET CASH USED IN OPERATING
ACTIVITIES:
  Depreciation and amortization                    23,391       45,909
  Proceeds from officer's life insurance in
    excess of cash surrender value                          (1,000,681)
  Changes in assets and liabilities:
     Accounts receivable                           27,525     (102,438)
     Inventories                                  264,250      (48,407)
     Prepaid expenses and other assets             (1,942)       8,808
     Accounts  payable,  accrued expenses and
     customer  deposits                           (45,812)     (22,002)

NET  CASH USED IN OPERATING ACTIVITIES            (93,679)    (321,347)
INVESTING ACTIVITIES:
  Proceeds from officer's life insurance                     1,033,051
  Purchase  of securities                        (870,198)  (1,463,156)
  Proceeds from sale or maturity of securities    585,698    1,060,333
  Proceeds on sale of assets                        5,394
  Capital    expenditures                         (15,008)     (15,032)
NET CASH(USED IN)PROVIDED BY INVESTING
  ACTIVITIES                                     (294,114)     615,196

FINANCING ACTIVITIES:
  Principal payments on long-term debt            (21,000)    (101,176)
  Sale of treasury shares                         571,875
  Purchase of treasury shares                                 (181,640)
NET CASH PROVIDED BY (USED IN)FINANCING
  ACTIVITIES                                      550,875     (282,816)

NET INCREASE IN CASH AND CASH EQUIVALENTS         163,082       11,033

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD       $291,773     $130,884

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  September 30, 1999  and  the  Consolidated
Condensed  Statements of Operations for the three and nine  months
ended  September 30, 1999 and 1998 and the Consolidated  Condensed
Statements  of Cash Flows for the nine months ended September  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 the loss per share for the nine months ended
September 30, 1999, the effects of 500,000 total shares related to
options to purchase common stock were not used for computing the
diluted loss per share because the results would be antidulitive.
Options to purchase 14,062 shares expired unexercised 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 at that time) entered
into an agreement to sell to Mr. Charles Jayson Brentlinger the
controlling interest in CRL. The transaction closed on September
30, 1999.

Of the Company's 597,682 shares of issued common stock, 288,870
are held by the public,  and 308,812 or 51.67% are held by Mr.
Brentlinger. All previously issued options to purchase shares of
the Company's common stock have expired.

Mr. Brentlinger purchased 187,500 shares of the Company's
authorized, but unissued common stock at $3.05 per share, for a
total of $571,875. 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 also has 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 purchased all of Mr. Clarkson's
stock, 121,312 shares, at $3.05 per share, with $250,000  paid at
closing and the balance to be paid as determined between the
parties.

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.

Production of the Company 's current product lines has been
resumed.

 4. On  October 6, 1999, the Board of Directors, pursuant to its
authority under Arizona Law,  voted not to dissolve the Company,
but to continue in business, as set forth above. Mr. Brentlinger
was 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.




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
$1,163,000  and the ratio of current assets to current liabilities
was  13.48 to 1 at September 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. The $225,000 increase was  primarily
the  result  of  $572,000 received upon the sale of the  Company's
treasury stock, offset by the net loss of $361,000.

       Securities increased $284,000 from $487,000 at December 31,
1998 to $771,000 at September 30, 1999. The increase reflects  the
investment  of  a  portion of the proceeds from the  sale  of  the
Company's treasury stock.

       Accounts  receivable  were $60,000 at  September  30,  1999
compared to $88,000 at December 31, 1998. The decrease of  $27,000
was  the  result  of  lower sales in the  third  quarter  of  1999
compared to the fourth quarter of 1998.

       Total  inventories  were $120,000  at  September  30,  1999
compared  to total inventories of $384,000 at December  31,  1998.
The  decrease is the result of the Company selling finished  goods
from  current  inventory  and resuming  production  using  current
supplies of raw materials.

        Current  liabilities  decreased  $67,000  to  $93,000   at
September  30,  1999  from  $160,000 at  December  31,  1998.  The
decrease  was the result of a $48,000 decrease in accrued expenses
and  $21,000 payment of the current portion of the Company's long-
term debt.

       The Company believes its future liquidity needs will be met
by  a combination of cash generated from operating activities, and
the  reduction  of  investments. 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 September  30,  1999
totaled  $196,000 compared to $422,000 for the three months  ended
September 30, 1998. For the nine months ended September  30,  1999
net sales were $845,000 compared to $1,263,000 for the nine months
ended  September  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 55% of net sales  for  the  three
months  ended  September 30, 1999 compared to  45%  for  the  same
period in 1998. For the nine months ended September 30, 1999  cost
of  goods sold were 66% compared to 44% for the nine months  ended
September  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  $544,000
for  the nine months ended September 30, 1999 compared to $735,000
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 nine months  ended
September  30, 1999 totaled $128,000, compared to the same  period
in  1998 of $175,000. The decrease is the result of a decrease  in
the staff in engineering.

       Interest  and  other income totaled $28,000  for  the  nine
months  ended September 30, 1999 compared to $25,000 for the  nine
months ended September 30, 1998.

       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 nine  months
ended September 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 nine months ended September 30, 1999  was
$361,000  compared to net income of $797,000 for the  nine  months
ended  September 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 nine months ended September 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 or 1900".
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 by
November 30, 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 November 30,
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 suppliers 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: November 14, 1999
                                   BY /s/Charles Jayson Brentlinger
                                   Charles Jayson Brentlinger

                                   President (Authorized Officer
                                   for signature)