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, 2001
                  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, 2001

      Common stock, $.10 par value    2,296,022

<PAGE>
           CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
                                 INDEX



                                                      Page
                                                     number



Part I.  FINANCIAL INFORMATION:


   Item 1. Financial Statements

       Consolidated Condensed Balance Sheets
         June 30, 2001 and December 31, 2000           2

       Consolidated Condensed Statements of
         Operations - Six months ended
         June 30, 2001 and 2000                        4

       Consolidated Condensed Statements of Cash
         Flows -  Six months ended June 30, 2001
         and 2000                                      5

       Notes to Consolidated Condensed Financial
         Statements                                    7


   Item 2. Management's Discussion and Analysis
         of Financial Condition and Results
         of Operations                                11



Part II. OTHER INFORMATION:

   Signatures                                         14

                                        1
<PAGE>
                   PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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



                                                   June 30,      December 31,
                                                     2001            2000
                                                     ----            ----
                                                  (Unaudited)

ASSETS

CURRENT ASSETS:
    Cash and cash equivalents                       $210,752       $272,203
    Accounts receivable, net                         995,461        727,001
    Inventories:
        Raw Materials                              2,165,382      2,062,311
        Work in process                            1,555,250      1,262,536
        Finished goods                               827,537        774,836
        Obsolescence reserve                        (841,000)      (841,000)
                                                   ---------      ---------
        Inventories, net                           3,707,169      3,258,683

    Other current assets                              36,365        177,662
                                                   ---------      ---------
    Total current assets                           4,949,747      4,435,549
                                                   ---------      ---------


PROPERTY, PLANT AND EQUIPMENT, NET                 1,622,838      1,809,355
                                                   ---------      ---------
OTHER ASSETS:
      Goodwill, net                                6,262,247      6,774,984
      Other                                           41,199         39,000
                                                   ---------      ---------
                                                   6,303,446      6,813,984
                                                   ---------      ---------
TOTAL                                            $12,876,031    $13,058,888
                                                  ==========     ==========


                                        2
<PAGE>
(continued)
           CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
               CONSOLIDATED CONDENSED BALANCE SHEETS


                                                   June 30,      December 31,
                                                     2001            2000
                                                     ----            ----
                                                  (unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts payable                                $773,571       $937,163
    Checks issued in excess of deposits                5,239              0
    Note payable                                      97,500         97,500
    Customer deposits                                 49,828        275,502
    Accrued salaries and benefits                    250,140        283,226
    Due to Officers                                   40,087         25,000
    Other accrued expenses and liabilities           232,956        282,912
    Long-term debt - current portion               4,183,412        385,780
                                                   ---------      ---------
        Total current liabilities                  5,632,733      2,287,083
                                                   ---------      ---------

    Long-Term Debt                                 5,006,973      8,738,466
                                                   ---------      ---------

        Total Liabilities                         10,639,706     11,025,549
                                                  ----------     ----------

STOCKHOLDERS' EQUITY:
    Preferred stock, $100 par value - authorized
        500,000 shares, none issued
    Common stock, $.10 par value - (authorized
         20,000,000 shares, 2,296,022 issued as of
         June 30, 2001 and 2,269,522 as of
         December 31, 2000)                          229,602        226,952
    Additional paid-in capital                     4,108,015      4,077,538
    Accumulated deficit                           (2,101,292)    (2,271,151)
                                                   ---------      ---------
        Total stockholders' equity                 2,236,325      2,033,339
                                                   ---------      ---------

TOTAL                                            $12,876,031    $13,058,888
                                                  ==========     ==========

    See accompanying notes to consolidated condensed financial statements.

                                        3
<PAGE>
           CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
            CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                            (Unaudited)

                                   Three Months Ended        Six Months Ended
                                         June 30,                June 30,
                                     2001        2000        2001        2000
                                     ----        ----        ----        ----

NET SALES                        $4,022,563  $1,039,679  $7,930,139  $1,247,747

COST OF GOODS SOLD                1,813,363     556,075   3,839,837     647,062
                                  ---------   ---------   ---------   ---------

      Gross profit                2,209,200     483,604   4,090,302     600,685
                                  ---------   ---------   ---------   ---------

OPERATING EXPENSES:
      Selling, general and
        administrative            1,362,571     663,809   2,596,956     906,338
      Research and development      367,675     213,092     783,580     310,703
                                  ---------   ---------   ---------   ---------
      Total operating expenses    1,730,246     876,901   3,380,536   1,217,041
                                  ---------   ---------   ---------   ---------

INCOME (LOSS) FROM OPERATIONS       478,954    (393,297)    709,766    (616,356)
                                  ---------   ---------   ---------   ---------

OTHER INCOME (EXPENSE):
      Sundry income                   3,625         736      10,450      16,947
      Interest, net                (270,548)    (62,672)   (550,357)    (62,672)
                                  ---------   ---------   ---------   ---------

                                   (266,923)    (61,936)   (539,907)    (45,725)
                                  ---------   ---------   ---------   ---------

INCOME (LOSS) BEFORE INCOME TAXES   212,031    (455,233)    169,859    (662,081)

PROVISION FOR INCOME TAXES                0           0           0           0
                                  ---------   ---------   ---------   ---------

NET INCOME (LOSS)                  $212,031   ($455,233)    169,859   ($662,081)
                                  =========   =========   =========   =========

NET INCOME (LOSS) PER COMMON SHARE
      Basic and diluted               $0.09      ($0.58)      $0.07      ($0.96)

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
      Basic and diluted           2,296,022     783,663   2,284,309     691,771

    See accompanying notes to consolidated condensed financial statements.

                                        4
<PAGE>
           CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
            CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (Unaudited)

                                                       Six Months Ended
                                                           June 30,
                                                      2001           2000
                                                      ----           ----
OPERATING ACTIVITIES:
Net Income (Loss)                                   $169,859      ($662,081)
Adjustments to reconcile net income (loss) to net
  cash used in operating activities
Depreciation and amortization                        738,949        162,320
Provision for uncollectable accounts                  20,160
Changes in assets and liabilities:
   Accounts receivable                              (288,620)       261,006
   Inventories                                      (386,996)      (292,488)
   Prepaid expenses and other assets                 117,444       (192,115)
   Cash overdraft                                      5,239
   Accounts payable and accrued expenses            (472,308)       364,606
                                                     -------        -------

        Net cash used in operating activities        (96,273)      (358,752)
                                                     -------        -------

INVESTING ACTIVITIES:
Purchase of net assets of Orban, Inc.                            (1,775,852)
Purchase of assets of Avocet Instruments, Inc.        (7,339)
Proceeds from sale or maturity of securities                        383,905
Capital expenditures                                 (15,866)       (16,921)
                                                     -------      ---------

        Net cash used in investing activities        (23,205)    (1,408,868)
                                                     -------      ---------
FINANCING ACTIVITIES:
    Proceeds from debt issuance                                     403,387
    Proceeds from  shareholder advances               36,741        292,500
    Principal payments on long-term debt             (11,841)
    Proceeds from sale of common stock                33,127      1,181,241
                                                     -------      ---------
        Net cash provided by financing activities     58,027      1,877,128
                                                     -------      ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (61,451)       109,508

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     272,203         62,597
                                                     -------      ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD          $210,752       $172,105
                                                     =======      =========

    See accompanying notes to consolidated condensed financial statements.

                                        5
<PAGE>
                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                       Six Months Ended
                                                           June 30,
                                                      2001           2000
                                                      ----           ----

Supplementary Disclosures of Cash Flow Information:
         Cash paid during the period for:


             Interest                               $521,024         $6,005
                                                    ========       ========

Non-cash investing and financing activities:

             Acquisitions:

             Fair value of assets acquired
               including goodwill                    $85,319    $15,504,797
             Debt issued to seller                   (77,980)    (8,500,000)
             Fair values of warrants issued to seller             4,125,000
             Debt issued to stockholder                             205,000
             Liabilities assumed                                    600,730
             Cost paid in 1999                             0        298,215
                                                       -----      ---------
             Cash and cost paid                       $7,339     $1,775,852
                                                       =====      =========

Unrealized appreciation of securities available-for-sale  $0         $9,074
                                                          ==          =====

                                        6
<PAGE>
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, 2001 and the Consolidated  Condensed
Statements  of Operations for the three and six months ended  June
30,  2001  and  2000 and the Consolidated Condensed Statements  of
Cash  Flows for the six months ended June 30, 2001 and  2000  have
been prepared without audit.

Certain  information  and note disclosures  normally  included  in
financial   statements  prepared  in  accordance  with  accounting
principles generally accepted in the United States of America 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  10-KSB/A  for
the year ended December 31, 2000.

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.      Significant Accounting Policies are as follows:

a.      In calculating earnings per share for the three and six
months ended June 30, 2001, the effects of 1,000,000 shares
relating to options to purchase common stock and 1,708,158 shares
relating to warrants were not used for computing diluted earnings
per share because the result would be anti-dilutive. In the three
and six months ended June 30, 2000 the options to purchase
1,182,500 shares of common were not used in computing diluted
earnings because the result would be anti-dilutive. Financial
Accounting Standards No. 128 establishes standards for computing
and presenting earnings per share. It also requires the dual
presentation of basic and diluted earnings per share on the face
of the income statement. Earnings per share is calculated as
follows:

                                    Three Months Ended      Six Months Ended
                                         June 30,                June 30,
                                     2001        2000        2001       2000
                                     ----        ----        ----       ----
Numerator
   Net income (loss)               $212,031   ($455,233)   $169,859   ($662,081)
                                    =======     =======     =======     =======

Denominator
   Weighted average shares        2,296,022     783,663   2,284,309     691,771
                                  =========     =======   =========     =======

Basic and diluted earnings
   (loss) per share                   $0.09      ($0.58)      $0.07      ($0.96)
                                       ====        ====        ====        ====

                                        7
<PAGE>
b.         The Company's effective income tax rate varies from the
federal statutory tax rate for three and  six months ended June
30, 2001 due to the utilization of net operating loss
carryforwards. For the three and six months ended June 30, 2000,
there was no tax provision due to the establishment of a reserve
on the deferred income tax assets of the Company.


c.         New accounting pronouncements

           In July 2001, the Financial Accounting Standards Board
("FASB") issued FASB Statements Nos. 141 and 142 ("FAS 141" and
"FAS 142"), "Business Combinations" and "Goodwill and Other
Intangibles Assets". FAS 141 replaces APB 16 and eliminates
pooling-of-interests accounting prospectively.  It also provides
guidance on purchase accounting related to the recognition of
intangible assets and accounting for negative goodwill.  FAS 142
changes the accounting for goodwill from an amortization method to
an impairment-only approach. Under FAS 142, goodwill will be
tested annually and whenever events or circumstances occur
indicating that goodwill might be impaired. FAS 141 and FAS 142
are effective for all business combinations initiated after June
30, 2001.

        Upon adoption of FAS 142, amortization of goodwill
recorded for business combinations consummated prior to July 1,
2001 will cease, and intangible assets acquired prior to July 1,
2001 that do not meet the criteria for recognition under FAS 141
will be reclassified to goodwill. Companies are required to adopt
FAS 142 for fiscal years beginning after December 15, 2001.
The Company will adopt FAS 142 on January 1, 2002.  In connection
with the adoption of FAS 142, the Company will be required to
perform a transitional goodwill impairment assessment.  The
Company has not yet determined the impact, if any, these standards
will have on its results of operations and financial position.



3.     Long term-debt at June 30, 2001 consisted of the following:

          Orban, Inc. Tranche A Note      $5,000,000
          Orban, Inc. Tranche B Note       3,500,000
          Note to shareholder                192,454
          Mortgage note                      356,306
          Employee note                       63,645
          Avocet                              77,980
                                           ---------
                                           9,190,385
          Less current portion             4,183,412
                                           ---------
                                          $5,006,973
                                           =========

                                        8
<PAGE>
In  1999, CRL Systems and Orban entered into a Credit Agreement to
establish  the terms and conditions of the $8,500,0000  loan  from
Orban,  Inc.  (Orban) to CRL Systems. The agreement  was  used  in
conjunction  with the Asset Sale Agreement between Orban  and  CRL
Systems,  Inc. The loan is evidenced by two promissory notes,  the
Senior Subordinated Tranche A Note (the "Tranche A Note") and  the
Senior  Subordinated Tranche B Note (the "Tranche B  Note").   The
Tranche  A  Note,  in the amount of  $5,000,000,  originally  bore
interest  at 8 percent per annum and required quarterly  principal
payments  beginning  March 31, 2001, with  a  balloon  payment  of
$3,000,000  due  on March 31, 2003.  The Tranche B  Note,  in  the
amount  of  $3,500,000, originally bore interest at 8 percent  per
annum  for  the period from June 1, 2000 to July 31, 2000  and  10
percent per annum from August 1, 2000 up to its September 30, 2000
maturity  date.  The  notes  are collateralized  by,  among  other
things,  all  receivables,  inventory  and  equipment,  investment
property,  including  CRL's  capital stock  in  CRL  Systems,  and
intellectual  property of CRL and CRL Systems, as defined  in  the
"Guarantee and Collateral Agreement". In addition, all proceeds of
debt  or equity or sales of assets are to be first applied to  the
remaining balance due on the notes.

The Company has received several payment extensions on the Tranche
A  and  B  notes.  First, in exchange for  $150,000  cash  and  an
increase  in the interest rates to 12 percent per annum  for  both
the  Tranche  A and Tranche B notes, Orban extended  the  maturity
date of the Tranche B note to November 30, 2000. The maturity date
of the Tranche B note was subsequently extended several additional
times  without fees or other significant changes to  the  original
terms  of the note and is now due in full on April 30, 2002. Also,
the  first  principal payment on the Tranche A note  of  $250,000,
originally due March 31, 2001, has been extended to September  30,
2001  with  the  remaining quarterly principal  payments  deferred
until  April 30, 2002.  Interest only payments are payable monthly
for  both notes. The Asset Sale Agreement between CRL Systems  and
Orban  contains  a  provision  to  allow  Orban  to  rescind   the
transaction if, as of November 30, 2000, CRL Systems has not  paid
in  full the $3.5 million short-term note.  If Orban exercises its
option to rescind the agreement, it is to return $9,250,000 of the
purchase price to CRL Systems, with the difference due to Orban as
liquidating damages.  The note has been extended to April 30, 2002
with Orban retaining the option to rescind the agreement.

In  consideration for arranging the purchase financing  of  Orban,
the  Company incurred fees of $97,500 to a shareholder, the  total
of  which was included in the current portion of long-term debt at
December  31,  2000.  The note was due on August  14,  2001  after
being  extended from its prior due date of May14, 2001 and accrues
interest of 7.5 percent per annum starting at the original date of
the note of June 21, 2000, which is payable at maturity. On August
10, 2001, the note was converted to equity at the market price  of
$1.05 per share.

In  connection  with the acquisition of the assets of  Orban,  the
Company  issued  $205,000 in long-term debt to  a  shareholder  in
consideration  for his role in the acquisition of  the  assets  of
Orban   The  note bears interest at 7.5 per cent per  annum,  with
principal  and interest due monthly beginning August 1,  2000  for
four  years. Based on a verbal agreement with the note holder  the
Company  has made payments in 2001 sufficient for interest  and  a
slight reduction in principal.

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

                                        9
<PAGE>
monthly, with the full principal balance due on November 30, 2000.
Prior  to  the December 2000 extended maturity date,  the  Company
refinanced the unpaid balance into two new mortgage agreements for
$300,000 and $62,000. The notes bear interest at 11.75 percent per
annum  and  14.75 percent per annum, respectively.  Principal  and
interest payments are payable monthly for both notes commencing in
February 2001, using a 12-year amortization period and requiring a
balloon payment in February 2006.

On June 12, 2000, the Company entered into an unsecured promissory
note  for  $68,387 from an employee, which bears  interest  at  12
percent per annum.  The unpaid principal and interest that was due
September  12,  2000 was extended to June 30, 2001.  In  order  to
further  extend the note, it was renegotiated converting one  half
to  equity  at  the  market  price of $1.05  per  share  with  the
remaining principal and interest due in monthly installments.

On  May  31,  2001, CRL acquired the assets of Avocet Instruments,
Inc.,  for $85,319. The acquisition has been accounted for  as  an
asset purchase. The excess of the total acquisition costs over the
fair  value  of  the  assets acquired was  $15,184  and  is  being
amortized  over  7  years.  In conjunction  with  the  Asset  Sale
Agreement  between  the Company and Avocet Instruments,  Inc.  and
Eric B. Lane,  (Sellers), the Company and the Sellers entered into
a  Credit  Agreement  to  establish terms and  conditions  of  the
purchase price from Sellers to CRL.  The loan is evidenced  by  an
agreement  whereby the Company pays the Sellers  $25,000 interest-
free, payable $5,000 on the Closing Date, and $5,000 the following
four   months.   Thereafter  the  Company  will  pay  the  balance
($57,980)  payable  in monthly installments of  $1,200,  including
interest at the rate of five percent per annum for 54 months.


4.     Certain reclassifications have been made to the 2000
financial statements to conform to the classifications used in
2001.

                                       10
<PAGE>
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 negative net working capital of approximately
$683,000  and  the ratio of current assets to current  liabilities
was  .88 to 1 at June 30, 2001.  At December 31, 2000, the Company
had  net working capital of approximately $2,148,000 and a current
ratio  of 1.94 to 1. The decrease in working capital was a  result
of the $3,500,000 Tranche B becoming current along with $1,000,000
of the Tranche A note.

      Accounts receivable were $995,000 at June 30, 2001  compared
to $727,000 at December 31, 2000 for a net increase of $268,000 or
37%.  The increase was the result of increased sales for  the  six
months ended June 30, 2001

      Total  inventories were $3,707,000 at June 30, 2001 compared
to  total  inventories  of $3,259,000 at December  31,  2000.  The
amount  of inventory increased $448,000, or 14% due to the  to  an
increase in purchasing of raw materials.

      For  the  year  ending  December  31,  2001,  the  Company's
principal working capital requirements are to pay normal recurring
operating  costs. Management believes that these requirements  can
be  met from the operating cash flows. In addition the Company has
$4,281,000  of debt payments due by June 30, 2002.  The  Company's
President,  Mr.  Charles  Jayson  Brentlinger  has  committed   to
exercise his stock options, if necessary, to satisfy the Company's
debt  payment requirements, if operating cash flows are inadequate
to  retire  the  debt. If the Company is unable  raise  additional
capital or find a way of relieving its current debt, there  is  no
assurance  that  the  Company will be able  to  meet  its  current
obligations. Material adverse effects will occur if funding cannot
be obtained.


Results of Operations

On May 31, 2000 the Company acquired the net assets of Orban,
Inc., which where $ 5,134,000 at December 31, 1999.  The net
assets of the Company at December 31 1999 where $ 1,684,000. The
revenues for Orban for the year ended December 31, 1999 as
reported in the 8K/A file November 21,2000 where $ 12.4 million
compared to revenues for the company for the same period of $1.0
million. Accordingly , due to the consolidation of Orban's
operations into the Company's beginning May 31, 2000, period to
period comparisons of results of operations may not be meaningful.

                                       11
<PAGE>
Net  Revenues. Total net revenues during the three and six  months
ended   June  30,  2001  were  $4.0  million  and  $7.9   million,
respectively, compared to $1.0 million and $1.2 million during the
comparable  periods in 2000, respectively, reflecting an  increase
of  386% and 536%, respectively.

The  increase  in  the net revenues was primarily attributable  to
Orban  revenues. CRL continues to experience a stabilized demand across
its product lines, in both domestic and international markets.
Included in the net sales for the three and six months ended June
30, 2001 were $3.7 million and $7.3 million for the sale of Orban
products respectively, while CRL division reported $300,000 and
$600,000 for the same periods.

Gross  Profit. The increased revenue levels generated gross profit
of  $2.2  million and $4.0 million for the three  and  six  months
ended  June 30, 2001, which was an increase of 457% and 681%  over
the  comparable periods in 2000, respectively. Gross profit  as  a
percentage of net revenues increased from 47% to 55% for the three
months  ended June 30, 2001 as compared to the three months  ended
June  30,  2000.   Gross profit as a percentage  of  net  revenues
increased from 48% to 51% for the six months ended June  30,  2001
as compared to the six months ended June 30, 2000. The increase in
the  gross  profit  percentage resulted primarily  from  increased
sales of higher margin products.


Selling,  General and Administrative. Total selling, general,  and
administrative expenses ("SG&A") increased 105% and 187%  for  the
three  and six months ended June 30, 2001 as compared to the  same
periods  during 2000, respectively. As a percentage  of  revenues,
SG&A decreased from 64% to 34% for the three months ended June 30,
2000  compared 2001, respectively, and decreased from 73%  to  33%
for  the  six  months  ended  June  30,  2000  compared  to  2001,
respectively. The increased SG&A dollars are due in  part  to  the
variable  component  of SG&A (commissions and other  domestic  and
international  sales and marketing expenses) associated  with  the
increased  revenues resulting from the acquisition of  Orban.  The
fixed component of SG&A also increased due to additional personnel
in  sales, marketing, administration and amortization of goodwill.
As  a  result,  SG&A  is  expected to be  higher  throughout  2001
compared to 2000. The decrease in percentage to net sales  is  due
to increased revenue.

Research   and  Development.  Research  and  development  expenses
increased  72% and 152% for the three and six months  ended  June
30,  2001,  respectively, as compared to the same  periods  during
2000.  The increase is the result of an increase in the number  of
engineering  staff  at  CRL and ongoing research  and  development
activities at Orban.


Other  Income  (Expense).  Other expense,  net  was  $267,000  and
$540,000  for  the  three  and six months  ended  June  30,  2001,
respectively, compared to $62,000 and $46,000 for the same periods
in  2000.   The  increase primarily represents  interest  paid  to
Harman in conjunction with the purchase cost for the Orban assets.

Operationally, the Company is reporting $842,000 and $1.4 million
in income before interest, taxes, depreciation and amortization
(EBITDA) for the three and six months ended June 30, 2001
respectively, as compared to the same periods in 2000 where EBITDA
was ($243,000) and ($454,000) respectively.

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<PAGE>
The  document  includes  "forward-looking" statements  within  the
meaning  of the Private Securities Litigation Reform Act of  1996.
Management's   anticipation  of  future  events  is   based   upon
assumptions   regarding  levels  of  competition,   research   and
development  results, raw material markets, the markets  in  which
the Company operates, and stability of the regulatory environment.
Any  of  these  assumptions could prove inaccurate, and  therefore
there  can  be  no assurance that the forward-looking  information
will prove to be accurate.

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<PAGE>
           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 20, 2001
                                       BY /s/ Charles Jayson Brentlinger
                                              --------------------------
                                              Charles Jayson Brentlinger

                                              President (Authorized Officer for
                                              signature)

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