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 September 30, 2004

                                       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                      Identification No.)
      incorporation or
        organization)

                    1302 W. DRIVERS WAY, TEMPE, ARIZONA 85284
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (480) 403-8300

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
November 15, 2004 is as follows:

         Class of Common Equity                   Number of Shares Common
         ----------------------                   -----------------------
         Stock, par value $.10                          4,332,533


                                        1
<PAGE>
                                EXPLANATORY NOTE

     This Amendment No. 1 to Form 10-QSB for the quarter ended September 30,
2004 sets forth an amendment in Part I, Item 2 (MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS) to the Risk Factor
captioned "OUR PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
EXCERCISES SIGNIFICANT CONTROL OVER US." The amendment reflects that an option
to purchase 1,365,005 shares held by our president terminated by passage of time
on September 30, 2004.

     Part one Item 2 of the 10QSB for the quarter ended Spetember 30, 2004 is
hereby in its entirety amended to read as follow:


                                        2
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     The following discussion of our financial condition and results of
operations should be read together with the financial statements and the
accompanying notes included elsewhere in this report.  This discussion contains
statements about future events, expectations, risks and uncertainties that
constitute forward- looking statements, as do discussions elsewhere in this
report. Forward-looking statements are based on management's beliefs,
assumptions and expectations of our future economic performance, taking into
account the information currently available to management.  These statements are
not statements of historical fact. Forward-looking statements involve risks and
uncertainties that may cause actual results, performance or financial condition
to differ materially from the expectations of future results, performance or
financial condition we express or imply in any forward-looking statements. The
words "believe," "may," "will," "should," "anticipate," "estimate," "expect,"
"intend," "objective," "seek," "strive" or similar words, or the negative of
these words, identify forward-looking statements. Our actual results may differ
materially from those anticipated in those forward-looking statements as a
result of certain factors, including, but not limited to, those described below
under this Item 2, "Management's Discussion and Analysis or Plan of Operation -
Risk Factors."  We qualify any forward-looking statements entirely by these
cautionary factors.


RECENT DEVELOPMENTS

Harman Debt

     On October 12, 2004, the Company announced it had reached an agreement with
Harman pertaining to the restructure of the Company's indebtedness owed to
Harman International Industries. The Company paid Harman $1,000,000 in cash in
repayment of debt as a condition for the restructure. The funds for this payment
came from two sources: (i) $300,000 came from cash generated from Company
operations and (ii) $700,000 came from a short term loan from a related party
lender who is a family member of the Company's President and CEO.

     The loan bears interest at 11.5% per annum and requires monthly
interest-only payments. The Company is currently negotiating with the lender
about the terms of repayment and the possibility of the lender converting the
note into preferred or common stock of the Company.  No agreement about the
terms and conditions of the payment or conversion has yet been completed.

     Prior to the restructure transaction, the interest rate on the debt owed
Harman was 12.0% per annum.  As part of the debt restructure, Harman will waive
all interest accrued after April 1, 2003 in excess of 6% per annum. On September
30, 2004, the accumulated accrued interest before the restructure was
$1,012,910, of which $763,380 will be waived.  The remaining $249,530 of accrued
interest will be added to the total outstanding principal balance of the
Company's indebtedness to Harman. After giving effect to the $1,000,000
principal payment, the principal amount due Harman by the Company was $7,482,000
(before giving effect to the waiver of unpaid interest and the addition of
remaining accrued interest to the loan principal balance). Adding the remaining
unpaid interest of $249,530 to principal resulted in a total unpaid principal
loan balance of $7,731,530 as of September 30, 2004.

     Harman also agreed to exchange $2,104,000 of the debt for 2,104,000 shares
of the Company's common stock, and then sold all such shares to a nominee of Jay
Brentlinger, the Company's President and Chief Executive Officer. The nominee
agreed to purchase all such shares for $1,000,000. Payment was made by delivery
of a promissory note due and payable on September 30, 2007. Harman's recourse
for non-payment under the note is limited to a security interest in the shares
purchased.


                                        3
<PAGE>
     Harman has agreed to exchange an additional $2,400,000 of indebtedness for
additional shares of Company common stock such that Harman will own
approximately 1,500,000 shares resulting in ownership of 19% of the then
outstanding shares on a fully diluted basis after giving effect to the
transactions described above. Should the related-party lender elect to convert
his $700,000 note into shares of the Company's common stock, the Company will
issue as many additional shares to Harman as necessary to cause Harman to
maintain a 19% ownership after the entire transaction is completed.

     Harman agreed that the remaining $3,227,530 of indebtedness owed to it by
the Company after giving effect to the transactions described above will be
evidenced by a new note that 1) renews and extends (but does not extinguish) the
Company's indebtedness owing to Harman and 2) reduces the interest rate to 6%
per annum, with interest payable monthly in arrears. The Company's indebtedness
to Harman shall continue to be secured by a security interest covering all of
the Company's assets.  Mandatory principal payments by the Company shall be made
as follows:

                                          Amount

     September 30, 2005                   $400,000
     September 30, 2006                   $450,000
     September 30, 2007                   $450,000
     September 30, 2008                   $500,000
     September 30, 2009                   Balance


Dialog4


     As discussed above more fully in Note 5 of the Notes to the Consolidated
Condensed Financial Statements, we owe Dialog4 approximately $597,000 in
principal under a not we issued. In connection with our purchase of the Dialog4
assets and we need to register the 1,250,000 shares issued to Dialog4 in partial
payment of the purchase price of the assets. The Company has not been making
payments to Dialog4 since August 2002 due to disputes with Solectron and other
companies that have claims against Dialog4 that pre-date our acquisition of
Dialgo4's assets, but for which we may have liability under German law.

     On April 29, 2003, Dialog4 filed a demand for arbitration in Germany. Then
on October 8, 2004 the Company learned the Arbiter had awarded Dialog4
approximated $1.0 million. The Company filed a request for correction of the
arbitral award with the arbiter on November 8, 2004, and the Company anticipates
that it will receive a response within 30 days.   The correction relates to an
aggregate amount of less than $50,000. The Company has increased its liability
from $712,000, which represents the principal and interest under the Company's
note payable to Dialog4 (see Note 4) to $1,024,000. This increase represents the
amount awarded by the arbiter for Dialog4's  cost and fees incurred in
connection with the arbitration and the amount of a liability to a third party
vendor to Dialog4.


                                        4
<PAGE>
     Dialog4 had previously accelerated the maturity date of the debt under our
promissory note. The acceleration of indebtedness by Dialog4 constitutes a
default under agreements between the Company and Harman International, Inc. and
will most likely continue to constitute a default even when the restructuring
(discussed below in Item 2) of the $8.5 million dollar Harman debt is completed.

     The Company has not identified the sources from which the payment of the
approximately $1.0 million award to Dialog4 can be made.  Upon domestication of
the award in the United States, Dialog4 will be able to seize any unencumbered
assets of the Company (there are none; all of the Company's assets are pledged
as security for the Harman debt) and could potentially disrupt transactions of
the Company.  The Company is also required to register the shares owned by
Dialog4, which is an expensive and time-consuming process. The existence of the
award and the requirement for registration of the shares may adversely impact
any prospective financing which the Company may wish to undertake.

     The Harman debt restructure and the award in the Dialog4 arbitration
occurred after our third quarter ended on September 30, 2004, and are therefore
not reflected in our results to that date.


                                        5
<PAGE>
OVERVIEW

     The events of September 11, 2001, had a significant impact on the market
for audio processing equipment.  We experienced a reduction in orders for new
audio equipment from many radio and television stations. We believe the
reduction was due in part to the decrease in advertising revenue realized by
these stations. The market for audio processing equipment has been slowly
showing increased demand throughout 2003 and 2004, effectively beginning to
reverse the trend caused by September 11, 2001.

     We have reduced our net loss from $2,135,039 in 2002 to $384,877 in 2003.
Despite this encouraging trend, our previous financial results have strained our
liquidity. However, the restructure of our debt owed to Harman, we believe we
can improve our financial condition allowing the Company to focus more on
operations and growth.

     In our efforts to reduce costs and increase sales, we continue to seek
sources of long-term financing.  However, the inclusion of a going concern
emphasis paragraph by our independent accountants generally makes it
significantly more difficult to obtain trade credit or additional capital
through public or private debt or equity financings. We cannot offer any
assurances that we will be able to attract additional capital or that additional
financing, if obtained, will be sufficient to meet our current obligations.  If
we cannot meet our current obligations, our ability to continue as a going
concern will be jeopardized.


RESULTS OF OPERATIONS

     The following table sets forth for the periods indicated certain summary
operating results:
<TABLE>
<CAPTION>
                                            Three Months Ended           Nine Months Ended
                                               September 30,                September 30,
                                               2004         2003            2004         2003
Revenues:                                   ----------   ----------      ----------   ----------
<S>                                         <C>          <C>             <C>          <C>

  Net sales                                 $3,481,313   $3,240,224      $9,900,540   $9,406,216

    Total revenues                          $3,481,313   $3,240,224      $9,900,540   $9,406,216
                                            ==========   ==========      ==========   ==========
Gross profit on net sales                   $1,952,633   $1,820,080      $5,689,618   $5,287,361
Gross profit margin                                 56%          56%             57%          56%
Net cash provided by operating activities     $524,387     $220,515        $806,147     $670,562
Net cash used in investing activities         ($42,796)    ($60,053)      ($163,753)    ($72,261)
Net cash used in financing activities         ($83,721)   ($128,632)      ($300,333)   ($490,990)
Net income (loss)                            ($216,768)     $86,004       ($517,828)    ($80,974)
Net income (loss) as a percent of net sales         -6%           3%             -5%          -1%
Income (loss) per share - basic and diluted     ($0.05)       $0.02          ($0.12)      ($0.02)
</TABLE>


                                        6
<PAGE>
                 THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004
         COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003


     Net Sales.  Net sales during the three and nine months ended September 30,
2004 were $3.5 million and $9.9 million, respectively, compared to $3.2 million
and $9.4 million during the comparable periods in 2003, reflecting increases of
9% and 5%, respectively.  The 9% increase for the three months ended September
30, 2004 compared to the same period in 2003 was primarily attributable to an
increased demand for CRL's television line products. The 5% increase in net
sales for the nine month period ended was primarily attributable to an increase
in overall demand for our products. Our Orban division reported net sales for
the three and nine months ended September 30, 2004 of $2.9 million and $8.6
million, respectively, compared to $2.9 million and $8.5 million for the same
periods in 2003 representing an increase of 0% and 1% respectively. Our CRL
division reported net sales for the three and nine months ended September 30,
2004 of $295,000 and $521,000, respectively, compared to $108,000 and $369,000
for the same periods in 2003, representing an increase of 173% and 41%,
respectively. This overall increase was in part the result of increased demand
for the television line of products from one single customer. Net sales for
Orban Europe during the three and nine months ended September 30, 2004 were
$289,000 and $760,000, respectively, as compared to $226,000 and $488,000 for
the same periods in 2003, reflecting increases of 27% and 55%. The change was
primarily a result from our inability to ship product from our German location
during the three and nine months ended September 30, 2003 due to the change in
suppliers for its Codec products, which was reflected by the corresponding
periods in 2004.

     Gross Profit.  Gross profit for the three and nine months ended September
30, 2004 was 56%, and 57%, respectively, compared to 56% and 56% for the same
periods in 2003.  The increase of 0% and 1% respectively in gross profit is
primarily due to the variable components of production costs associated with
production runs in the San Leandro facility effectively increasing and reducing
the indirect costs associated with set up and labor.

     Selling, General and Administrative.  Selling, general and administrative
expenses ("SG&A") for the three and nine months ended September 30, 2004 were
$1,186,000 and $3,875,000, respectively, representing increases of 10% and 18%,
respectively, as compared to $1,080,000 and $3,271,000 reported the same periods
during 2003.  As a percentage of net revenue, SG&A increased from 33% for the
three months ended September 30, 2003 to 34% for the same period in 2004. SG&A
as a percentage of net revenue increased from 35% for the nine months ended
September 30, 2003 to 39% for the period in 2004. The increase in SG&A expense
is due in part to the variable component of SG&A relating to our domestic and
international sales and marketing expenses coupled with an increase in
attorney's fees associated with the Dialog4 arbitration. The Company has
increased its marketing staff as compared to the prior year.

     Research and Development.  Research and development expense during the
three and nine months ended September 30, 2004 were $339,000 and $1,041,000
respectively, compared to $309,000 and $1,023,000 during the comparable periods
for 2003, reflecting increases of 9% and  of 2%. The overall increase is due to
costs associated with the development of our new Opticodec PC line of products
along with costs associated with the introduction of our two newest audio
processors Optimod 8300 and Optimod 2300.

     Other Expense.  Other expense, net for the three and nine months ended
September 30, 2004 was $606,000 and $1,183,000, respectively, of which $254,000
and $762,000, respectively, represents interest


                                        7
<PAGE>

to Harman accrued in connection with the seller (Harman) carry-back loan that
financed a portion of our purchase of the Orban assets in 2000. $312,000 was
recorded in the 3 month period ended September 30, 2004 as a result of the
arbitration between Dialog4 and the Company ( see Note 4 ). Other expense, net
for the three and nine months ended September 30, 2003 was $314,000 and
$897,000, respectively, of which $254,000 and $761,000, respectively,
represented interest accrued in connection with the loan to us from Harman.
Interest expense during the three and nine months ended September 30, 2004 was
$280,000 and $838,000, respectively, compared to $282,000 and $861,000 for the
same periods in 2003, reflecting decreases of 1% and 3%, respectively.  The
decrease for the three and nine months ended is due to the reduction short- term
loans to the Company.

     Net Income (Loss).  The Company reported a net loss of $217,000 and
$518,000 for the three and nine months ended September 30, 2004, respectively,
compared to net income of $86,000 and net loss of $81,000 for the same periods
in 2003.


                                        8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     We had negative net working capital of approximately $9.3 million at
September 30, 2004, and the ratio of current assets to current liabilities was
..26 to 1.  At September 30, 2003, we had net negative working capital of
approximately $9.0 million and a current ratio of .29 to 1. The decrease in
working capital is principally due to an increase in accrued interest.

     The negative working capital primarily resulted from the conversion in 2001
to demand notes of the $3.5 million short-term note and the $5 million long-term
notes payable to Harman.

     The restructure of our debt to Harman described above in this Item 2 under
the aption "Recent Developments" will effectively reduce approximately $8.5
million in principal and $1.0 million in accrued but unpaid interest to a new
note approximating $3.3. In addition Harman will own 19% of the outstanding
capital stock of the Company. It is anticipated that our working capital will
increase by $7.5 million once the restructure is completed.

     We believe we could generate a least $1.0 million in cash flow the first
year after the Harman debt restructure principally due to savings we anticipate
we will realize in interest expense.

     The following table shows the pro forma affect of the restructure of our
debt owed to Harman as if the transaction had occurred on September 30, 2004.
The documentation evidencing the transaction has not yet been finalized, but we
do not expect that the final terms of the transaction will differ materially
from the results we anticipated.

Balance Sheet Data
(in thousands)
(unaudited)                         December 31,  September 30,    As Adjusted
                                        2003         2004           After the
                                                    Actual         Restructure
                                                                   September 30,
                                                                      2004

                                                   (unaudited)       (unaudited)

Working Capital (Deficit)              (9,293)      (9,566)           (1,055)

Property and Equipment, net               569          559               559
Total Assets                           11,767       12,418            12,418

Total Liabilities                      12,634       13,741             7,474
Total Shareholders' Equity (Deficit)     (866)      (1,323)            4,944


                                        9
<PAGE>
     Our substantial remaining obligation to Harman after the restructuring
transaction may have important consequences for us, including the following:

     *  A significant portion of our cash flow from operations will be dedicated
        to servicing our debt obligations,  including interest payments, and
        will not be available for other business purposes;

     *  The  terms and conditions of our indebtedness  limit  our flexibility in
        planning for and reacting to changes  in  our business, and in making
        strategic acquisitions;

     *  Our ability to obtain additional financing in the future for working
        capital, capital expenditures and other purposes may be substantially
        impaired; and

     *  Our substantial leverage may make us more vulnerable to economic
        downturns and competitive pressures.


     Our ability to meet our debt service obligations and repay our total
indebtedness to Harman, Dialog4 and other creditors depends in part on our
future operating performance.  Our future operating performance will depend on
our ability to expand our business operations by growing our core audio
processing business, expanding our product offerings and penetrating new and
emerging markets, which we anticipate will require additional financing.  In
addition, our future operating performance will depend on economic, competitive,
regulatory and other factors affecting our business that are largely beyond our
control.  If we are unable to expand our business operations as planned, we may
not be able to service our outstanding indebtedness to Harman and Dialog4.

     The Company has not identified the sources from which the payment of the
approximately $1.0 million award to Dialog4 can be made.  Upon domestication of
the award in the United States, Dialog4 will be able to seize any unencumbered
assets of the Company (there are none; all of the Company's assets are pledged
as security for the Harman debt) and could potentially disrupt transactions of
the Company.  The Company is also required to register the shares owned by
Dialog4, which is an expensive and time-consuming process. The existence of the
award and the requirement for registration of the shares may adversely impact
any prospective financing which the Company may wish to undertake.

     Accounts receivable were $778,000 at September 30, 2004, compared to
$866,000 at December 31, 2003, a net decrease of $88,000 or 10%.  The decrease
is primarily due to an increase in customers paying cash in advance to take
advantage of sales discounts for the quarter ended September 30, 2004 compared
to the quarter ended December 31, 2003.

     Total inventories were $2,422,000 at September 30, 2004 compared to total
inventories of $2,113,000 at December 31, 2003. The increase of $309,000, or
15%, is due in part to our increased stores of raw materials and work in process
to meet the increased demand for our Optimod products.

     For the remainder year ending December 31, 2004 and 2005, our principal
working capital requirements will be the payment of normal recurring operating
costs.  Management believes that these requirements can be met from the
operating cash flows.


                                       10
<PAGE>
RISK FACTORS

     You should carefully consider the following risk factors and all other
information contained in this report in evaluating us and our business. You
should also keep these risk factors in mind when you read and consider the
forward-looking statements in this report and other reports we file with the
SEC.  The risks and uncertainties described below are not the only ones facing
us.  Additional risks and uncertainties that we are unaware of, or that we
currently deem less material, also may become important factors that affect us.


EVEN AFTER GIVING EFFECT TO THE RECENT RESTRUCTURE OF OUR INDEBTEDNESS, WE HAVE
SIGNIFICANT ONGOING DEBT SERVICE REQUIREMENTS WHICH MAY ADVERSELY AFFECT OUR
FINANCIAL AND OPERATING FLEXIBILITY.

     After giving effect to the reduction of our indebtedness as part of the
restructure, our substantial leverage may have important consequences for us,
including the following:

     *  a significant portion of our cash flow from operations will be dedicated
        to servicing our debt obligations and will not be available for other
        business purposes;

     *  the terms and conditions of our indebtedness limit our flexibility in
        planning for and reacting to changes in our business, and in making
        strategic acquisitions;

     *  our ability to obtain additional financing in the future for working
        capital, capital expenditures, and other purposes may be substantially
        impaired; and

     *  our substantial leverage may make us more vulnerable to economic
        downturns and competitive pressures.

     Our ability to meet our debt service obligations and reduce our total
indebtedness depends in part on our future operating performance.  Our future
operating performance will depend on our ability to expand our business
operations by growing our core audio processing business, expanding our product
offerings and penetrating new and emerging markets, which we anticipate will
require additional financing.  In addition, our future operating performance
will depend on economic, competitive, regulatory and other factors affecting our
business that are beyond our control. If we are unable to expand our business
operations as planned, we may not be able to service our outstanding
indebtedness.


THE EXISTENCE OF THE ARBITRAL AWARD AGAINST THE COMPANY IN FAVOR OF DIALOG4 MAY
ADVERSELY AFFECT OUR FINANCIAL AND OPERATING FLEXIBILITY.

     The Company has not identified the sources from which the payment of  the
approximately $1.0 million award to Dialog4 can be  made. Upon domestication of
the award in the United  States,  Dialog4 will  be  able to seize any
unencumbered assets of  the  Company (there  are  none;  all of the Company's
assets  are  pledged  as security  for  the  Harman  debt) and could potentially
disrupt transactions  of  the Company.  The Company is also required  to
register  the shares owned by Dialog4, which is an expensive and time-consuming
process.  The existence  of  the  award  and the requirement for registration of
the shares may adversely  impact any prospective financing which  the  Company
may  wish   to undertake.


                                       11
<PAGE>
THE EXISTENCE OF AN AUDIT OPINION CONTAINING A GOING CONCERN EMPHASIS PARAGRAPH
MAY MAKE IT MORE DIFFICULT FOR US TO OBTAIN CREDIT OR ADDITIONAL CAPITAL AND MAY
JEOPARDIZE OUR RELATIONSHIP WITH EXISTING AND NEW CUSTOMERS.

     Including our difficulties in meeting our financing needs and our negative
working capital position have resulted in our independent public accountants
adding a going concern emphasis paragraph in their report by including a
statement that such factors raise substantial doubt about our ability to
continue as a going concern. The inclusion of a going concern emphasis paragraph
generally makes it more difficult to obtain trade credit, insurance or
additional capital through public or private debt or equity financings. We may
also find it more difficult to maintain existing customer relationships and to
initiate new customer relationships.


OUR ABILITY TO OBTAIN AN OUTSIDE LINE OF CREDIT IS SUBJECT TO THE APPROVAL OF
OUR CURRENT CREDITORS AND, IF SUCH APPROVAL IS WITHHELD, OUR ABILITY TO COMPETE
EFFECTIVELY IN OUR INDUSTRY COULD BE JEOPARDIZED.

     Pursuant to our agreements with Harman, we are bound by certain covenants
that prevent us from obtaining additional credit facilities without the prior
written approval of Harman. This limitation on our ability to obtain additional
outside lines of credit may curtail our ability to make strategic acquisitions
and to conduct research and development.  This in turn could jeopardize our
competitive position within our industry.


FOREIGN CURRENCY FLUCTUATIONS COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

     On January 18, 2002, we acquired the assets of Dialog4 System Engineering
GmbH.  Our acquisition of this new product line has led to the establishment of
our new Orban Europe offices in Ludwigsburg, Germany. Transactions and expenses
of our Orban Europe operations are conducted in Euros which will expose us to
market risks related to foreign currency exchange rate fluctuations that could
adversely affect our operating results. For instance, a strengthening of the
U.S. dollar against the Euro could reduce the amount of cash and income we
receive and recognize from Orban Europe. Furthermore, it is likely that for
accounting purposes we will recognize foreign currency gains or losses arising
from our operations in Europe on weighted average rates of exchange in the
period incurred and translate assets and liabilities of these operations into
U.S. dollars based on year- end foreign currency exchange rates, both of which
are subject to currency fluctuations between the U.S. dollar and the Euro.  As
foreign exchange rates vary, our results from operations and profitability may
be adversely affected.

     We expect to derive approximately 7% of our 2004 total revenues from our
Orban Europe operations.  This percentage may increase in future years as we
further develop and expand our operations in Europe.  We cannot predict the
effects of exchange rate fluctuations on our operating results.  We do not
currently intend to engage in foreign currency exchange hedging transactions to
manage our foreign currency exposure.  If and when we do engage in foreign
currency exchange hedging transactions, we cannot assure you that our strategies
will adequately protect our operating results from the effects of exchange rate
fluctuations.


                                       12
<PAGE>

WE SERVE A MARKET IN WHICH THERE ARE A LIMITED NUMBER OF CUSTOMERS AND OUR
FINANCIAL WELL-BEING IS DIRECTLY TIED TO THE FINANCIAL HEALTH OF THESE
CUSTOMERS.

     In recent years, the radio and television industry in the United States has
experienced a great deal of consolidation of ownership.  As a result, several
corporations each now own a substantial number of radio and television stations.
These corporations are the largest purchasers of our audio processing and
post-production equipment.  Moreover, a significant amount of our revenue is
derived from audio processing replacement orders that come from these customers.
Our financial stability and well- being is thus directly tied to the financial
health of these customers.  If these customers experience financial difficulty,
regardless of the cause, they may delay, reduce or cancel orders for new audio
processing or post-production equipment. If this occurs, our results of
operations could decline and we could experience difficulty in servicing our
debt obligations.


WE MUST ADAPT TO RAPID TECHNOLOGICAL CHANGE AND INCREASED COMPETITION IF WE ARE
GOING TO BE ABLE TO COMPETE EFFECTIVELY IN OUR INDUSTRY.

     While audio processing has been and will continue to be our core business,
we are using our existing technologies to enter the emerging markets of digital
audio broadcasting, cable television and Internet-related audio delivery. These
markets are characterized by rapid technological change and require a
significant commitment of capital and human resources.  We intend to engage
continually in research and development activities so that we can improve our
current products and develop new products. However, our significant debt
obligations may limit the amount of resources, both capital and human, that we
can commit to research and development.  This could jeopardize the success and
reception of our products in these emerging markets. In addition, because of the
rapid pace of change and the intense competition that characterizes these
markets, our products may become unmarketable or obsolete by a competitor's more
rapid introduction to the marketplace.


WE MAY NOT BE ABLE TO RETAIN OUR EXISTING PERSONNEL OR HIRE AND RETAIN THE
ADDITIONAL PERSONNEL THAT WE NEED TO SUSTAIN AND GROW OUR BUSINESS.

     Our future success will depend on our ability to attract, retain and
motivate employees with the necessary skills and expertise required by our
business.  Competition for employees who possess the technical expertise to
develop and manufacture our products is intense.  A shortage in available
skilled labor could require us to increase our wages and benefits to attract and
retain enough employees.  An increase in our labor costs, or our inability to
attract, retain and motivate employees, would likely harm our growth plans and
may adversely affect our business and results of operations.


WE DEPEND ON A NUMBER OF VENDORS TO SUPPLY US WITH COMPONENT PARTS THAT ARE
NECESSARY TO THE PRODUCTION OF OUR AUDIO PROCESSING AND POST-PRODUCTION
EQUIPMENT.

     We rely on certain vendors to provide component parts for use in the
manufacturing of our audio processing and post- production equipment.  As
technology improves, some of these parts have become obsolete and vendors have
discontinued their production of such parts.  When this occurs, we must either
obtain these necessary parts from alternative sources, or design around these
parts so that we are able to continue producing our audio processing and
post-production equipment.  If any of the component parts that we require become
unavailable and we are not able to design around these parts, we may not be able
to offer some of our products and our sales revenues may decline.


                                       13
<PAGE>
OUR PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD EXERCISES
SIGNIFICANT CONTROL OVER US.

     Charles Jayson Brentlinger Family Limited Partnership, which is controlled
by Charles Jayson Brentlinger, our President, Chief Executive Officer and
Chairman of the Board, currently owns 788,694 shares of our common stock. Based
on a total of 4,332,533 shares of our common stock issued and outstanding as of
September 30, 2004,  Mr. Brentlinger  owns of record and beneficially
approximately 19 % of our issued and outstanding shares.  This means that Mr.
Brentlinger exercises, and will continue to exercise, significant control over
the business and affairs of our Company. Mr. Brentlinger's exercise of this
control may, in certain circumstances, deter or delay a merger, tender offers,
other possible takeover attempts or changes in our management which may be
favored by some or all of our minority shareholders.


WE DEPEND ON A FEW KEY MANAGEMENT PERSONS.

     We are substantially dependent on the personal efforts and abilities of
Charles Jayson Brentlinger, our Chairman, President and Chief Executive Officer,
and Robert Orban, our Vice President and Chief Engineer.  The loss of either of
these officers or our other key management persons could harm our business and
prospects for growth.  As a result, we have obtained key man life insurance
policies on the lives of each of these officers. We also have employment
agreements with each of these officers which are more fully described elsewhere
in this report.


THE LOCATION OF OUR ORBAN DIVISION SUBJECTS US TO A NUMBER OF RISKS THAT ARE
BEYOND OUR CONTROL WHICH COULD RESULT IN PRODUCTION INTERRUPTIONS.

     Our business depends on the efficient and uninterrupted production of our
audio processing equipment and other products. Our Orban division is currently
located in San Leandro, California, and we expect to maintain our operations at
this facility for the foreseeable future.  While we have taken precautions
against production interruptions, interruptions could nevertheless result from
natural disasters such as earthquakes, fires or floods.  In addition, the power
shortages which occur in California from time to time have resulted in planned
and unplanned power outages and increased energy costs which we may not be able
to pass on to our customers. Power outages, which last beyond our backup and
alternative power arrangements, could harm our customers and our business.
Finally, our location in the Silicon Valley corridor of California subjects us
to increased operating costs and labor shortages which could adversely affect
our production capabilities and result in reduced revenues.


THE MARKET PRICE OF OUR COMMON STOCK HAS BEEN VOLATILE AND THE VALUE OF YOUR
INVESTMENT MAY DECLINE.

     The volatility of the market price of our common stock may cause wide
fluctuations in the price of our common stock on the OTC Bulletin Board. The
market price of our common stock is likely to be affected by:

     *  changes in general conditions in the economy or the financial markets;

     *  variations in our quarterly operating results;

     *  changes in financial estimates by securities analysts;

     *  other developments affecting us, our industry, customers or competitors;

     *  the operating and stock price performance of companies that investors
        deem comparable to us; and

     *  the number of shares available for resale in the public markets under
        applicable securities laws.


                                       14
<PAGE>
THE LIQUIDITY OF OUR COMMON STOCK COULD BE RESTRICTED BECAUSE OUR COMMON STOCK
FALLS WITHIN THE DEFINITION OF A PENNY STOCK.

     Under the rules and regulations of the Securities and Exchange Commission
(SEC), as long as the trading price of our common stock on the OTC Bulletin
Board is less than $5 per share, our common stock will come within the
definition of a "penny stock."  On September 30, 2004, the last sale price of
our common stock on the OTC Bulletin Board was $0.75 per share. Generally
speaking, the definition of a "penny stock" does not include stock that is
traded on Nasdaq or on a national securities exchange.  Since our common stock
is traded on the OTC Bulletin Board, rather than on Nasdaq or a national
securities exchange, our common stock falls within the definition of a  "penny
stock" while it is trading below $5 per share.  As a result, the trading of our
common stock is subject to certain "penny stock" rules and regulations.

     The SEC rules and regulations require that broker-dealers, prior to
effecting any transaction in a penny stock, satisfy certain disclosure and
procedural requirements with respect to the prospective customer.  These
requirements include delivery to the customer of an SEC-prepared risk disclosure
schedule explaining the nature and risks of the penny stock market, disclosure
to the customer of the commissions payable to both the broker-dealer and any
other salesperson in connection with the transaction, and disclosure to the
customer of the current quotations for the stock to be purchased.  In addition,
if the broker-dealer is the sole market maker, it must disclose this fact and
the broker-dealer's presumed control over the market. Finally, prior to
effecting any penny stock transaction, broker- dealers must make individualized
written suitability determinations and obtain a written agreement from customers
verifying the terms of the transaction. Subsequent to any sale of penny stock,
broker-dealers must send monthly statements disclosing recent price information
for the penny stock held in the customer's account and certain other information
relating to the limited market in penny stocks. These rules, regulations and
procedural requirements may restrict the ability of broker- dealers to sell our
common stock or discourage them from doing so. As a result, purchasers may find
it more difficult to dispose of, or to obtain accurate quotations for, our
common stock.


BECAUSE OUR SUCCESS DEPENDS IN PART ON OUR ABILITY TO PROTECT OUR INTELLECTUAL
PROPERTY, INFRINGEMENT ON OUR PROPRIETARY RIGHTS COULD LEAD TO COSTLY LITIGATION
AND DECREASED REVENUES.

     Our copyrights, patents, trademarks, trade secrets and similar intellectual
property are critical to our success.  To establish and protect our proprietary
rights, we rely on a combination of copyright, trademark, patent and trade
secret laws, confidentiality and non-disclosure agreements and contractual
provisions with employees and third parties, and license agreements with
consultants, vendors and customers. Despite such protections, there can be no
assurance that these steps will be adequate, that we will be able to secure
trademark registrations for all of our marks in the United States or other
countries or that third parties will not infringe upon or misappropriate our
copyrights, patents, trademarks and similar proprietary rights.  In addition,
effective copyright, patent and trademark protection may be unenforceable or
limited in certain countries. In the future, litigation may be necessary to
enforce and protect our trade secrets, copyrights, patents and other
intellectual property rights.  We may also be subject to litigation to defend
against claims of infringement of the rights of others or to determine the scope
and validity of the intellectual property rights of others.  Any such litigation
could cause us to incur substantial expenses and would adversely affect our
financial condition.


                                       15
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

Exhibit
Number   Description

31.1     Certification  of Chief Executive Officer  pursuant  to
         Section  302  of the Sarbanes-Oxley Act of  2002.(Filed
         herewith)
31.2     Certification  of Chief Financial Officer  pursuant  to
         Section  302  of the Sarbanes-Oxley Act of  2002.(Filed
         herewith)
32.1     Certification of Chief Executive Officer pursuant to 18
         U.S.C. 1350, as adopted pursuant to Section 906 of  the
         Sarbanes-Oxley Act of 2002. (Filed herewith)
32.2     Certification of Chief Financial Officer pursuant to 18
         U.S.C. 1350, as adopted pursuant to Section 906 of  the
         Sarbanes-Oxley Act of 2002. (Filed herewith)



                                       16
<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: November 18, 2004               By: /s/ Robert W. McMartin
                                          -----------------------------
                                          Robert W. McMartin
                                          Vice President, Treasurer and
                                          Chief Financial Officer


                                       17
<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number   Description

  31.1   Certification of Chief Executive Officer pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
         herewith)

  31.2   Certification of Chief Financial Officer pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
         herewith)

  32.1   Certification of Chief Executive Officer pursuant to 18
         U.S.C. 1350, as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002. (Filed herewith)

  32.2   Certification of Chief Financial Officer pursuant to 18
         U.S.C. 1350, as adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002. (Filed herewith)


                                       18