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 March 31, 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                      March 31, 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
         March 31, 2001 (Unaudited) and
         December 31, 2000                                 2

       Consolidated Condensed Statements of
         Operations - Three months ended
         March 31, 2001 and 2000 (Unaudited)               4

       Consolidated Condensed Statements of Cash
         Flows -  Three months ended March 31, 2001
         and 2000 (Unaudited)                              5

       Notes to Consolidated Condensed Financial
         Statements (Unaudited)                            6


   Item 2. Management's Discussion and Analysis
         of Financial Condition and Results
         of Operations                                     9



Part II. OTHER INFORMATION:


   Item 5.   Other Information                            12

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

   Signatures                                             13

                                        1
<PAGE>
                   PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

                                                  March 31,   December 31,
                                                    2001          2000
                                                (Unaudited)
ASSETS

CURRENT ASSETS:
    Cash and cash equivalents                      $282,540      $272,203
     Accounts receivable, less allowance for
       doubtful accounts of  $26,000
       at March 31, 2001 and  $15,000 at
       December 31, 2000                          1,126,454       727,001
    Inventories:
        Raw materials and supplies                1,986,473     2,061,872
        Work in process                           1,413,609     1,262,536
        Finished goods                              660,587       774,836
                                                    -------       -------
        Total inventories, net of obsolescence
          reserve of $841,000
          at March 31, 2001 and at December
          31, 2000                                3,220,108     3,258,683

    Prepaid expenses and other                      158,196       156,008
    Advances to shareholders                         19,336        21,654
                                                     ------        ------

    Total current assets                          4,806,634     4,435,549
                                                  ---------     ---------

PROPERTY, PLANT AND EQUIPMENT:
    Land                                            130,869       130,869
    Building and improvements                       874,697       874,697
    Furniture and fixtures                          927,227       927,227
    Machinery and equipment                       1,133,225     1,135,395
                                                  ---------     ---------

    Total                                         3,066,018     3,068,188
    Less accumulated depreciation                 1,356,053     1,258,833
                                                  ---------     ---------
        Property, plant and equipment - net       1,709,965     1,809,355

OTHER ASSETS                                         40,450        39,000

GOODWILL - (Net of accumulated amortization of
            $879,868 at March 31, 2001 and
            $615,908 at December 31,2000)         6,511,024     6,774,984
                                                  ---------     ---------
TOTAL                                           $13,068,073   $13,058,888
                                                 ==========    ==========

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


                                                  March 31,   December 31,
                                                    2001          2000
                                                (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts payable                               $844,112      $836,965
    Accrued salaries and benefits                   428,910       283,226
    Accrued professional fees                        87,696       100,198
    Customer deposits                               187,964       275,502
    Due to shareholders                              46,087        25,000
    Other accrued expenses and liabilities          228,872       282,912
    Long-term debt - current portion                495,569       483,280
                                                    -------       -------
        Total current liabilities                 2,319,210     2,287,083
                                                  ---------     ---------

    Long-term debt less current portion           8,724,571     8,738,466
                                                  ---------     ---------
        Total liabilities                        11,043,781    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 March 31, 2001 and 2,269,522
        as of December 31, 2000)                    229,602       226,952

    Additional paid-in capital                    4,108,013     4,077,538
    Accumulated deficit                          (2,313,323)   (2,271,151)
                                                  ---------     ---------
        Total stockholders' equity                2,024,292     2,033,339
                                                  ---------     ---------
TOTAL                                           $13,068,073   $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
                                                         March 31,
                                                     2001          2000

NET SALES                                        $3,907,576      $208,068

COST OF GOODS SOLD                                2,026,474        90,987
                                                  ---------        ------
      Gross profit                                1,881,102       117,081
                                                  ---------       -------
OPERATING EXPENSES:
      Selling, general and administrative         1,234,385       242,529
      Research and development                      415,905        97,611
      Total operating expenses                    1,650,290       340,140
                                                  ---------       -------
INCOME (LOSS) FROM OPERATIONS                       230,812      (223,059)

OTHER (INCOME) EXPENSE
      Interest and other income                      (6,825)      (16,211)
      Interest expense                              279,809
                                                    -------        ------
      Total other (income) expense                  272,984       (16,211)
                                                    -------        ------
NET LOSS                                           ($42,172)    ($206,848)
                                                    =======      ========
LOSS  PER COMMON SHARE -
      Basic and diluted                             ($0.02)       ($0.17)
                                                     =====         =====

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
      Basic and diluted                           2,272,725     1,200,310
                                                  =========     =========

See accompanying notes to consolidated condensed financial statements.


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

                                                    Three Months Ended
                                                         March 31,
                                                     2001          2000
OPERATING  ACTIVITIES:
Net loss                                           ($42,172)    ($206,848)
Adjustments to reconcile net loss to net cash used
  in operating activities
Depreciation and amortization                       363,350        12,492
Changes in assets and liabilities:
   Accounts receivable                             (399,453)      (13,021)
   Inventories                                       38,575       (25,988)
   Prepaid expenses and other assets                 (3,638)      (18,621)
   Deferred acquisition costs                                    (250,000)
   Accounts payable and accrued expenses             (1,249)       18,046
                                                    -------        ------
        Net cash used in operating activities       (44,587)     (483,940)
                                                     ------       -------
INVESTING ACTIVITIES:
Proceeds from sale or maturity of securities                      383,905
Capital expenditures                                               (9,791)
                                                                    -----
        Net cash used by investing activities             0       374,114
                                                         ==       =======
FINANCING ACTIVITIES:
    Proceeds from shareholder advances               23,405
    Principal payments on long-term debt             (1,606)
    Proceeds from sale of common stock               33,125       100,000
                                                     ------       -------
          Net cash provided by financing activities  54,924       100,000
                                                     ------       -------
NET INCREASE (DECREASE) IN CASH                      10,337        (9,826)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD    272,203        62,597
                                                    -------        ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD         $282,540       $52,771
                                                    =======        ======
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest                             $279,809
                                                    =======

See accompanying notes to consolidated condensed financial statements.


                                        5
<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 March 31, 2001 and the Consolidated Condensed
Statements  of  Operations for the three months ended  March   31,
2001  and 2000 and the Consolidated Condensed Statements  of  Cash
Flows for the three months ended March 31, 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.     Income (loss) per share amounts for the three months ended
March 31, 2001 and 2000 are calculated using only weighted average
outstanding shares of 2,272,725 and 1,200,310 respectively.
Options and warrants to purchase 1,000,000 and 1,708,158 shares
respectively, of common stock for the three months ended March 31,
2001 were not used in computing diluted earnings per share because
the result would be anti-dilutive.  Options to purchase 1,342,500
shares of common stock for the three months ended March 31, 2000
were not used in computing diluted earnings per share because the
result would be anti-dilutive.

                                        6
<PAGE>

3. Long term-debt at March 31, 2001 consisted of the following:

    Orban, Inc. Tranche A Note       $5,000,000
    Orban, Inc. Tranche B Note        3,500,000
    Note to shareholder                 193,859
    Note to shareholder                  97,500
    Mortgage note                       360,394
    Employee note                        68,387
                                         ------
    Total long-term debt              9,220,140
    Less current portion                495,569
                                        -------
    Total long-term debt, less
      current portion                $8,724,571
                                      =========

CRL Systems and Orban entered into a Credit Agreement to establish
the terms and conditions of the $8,500,0000 loan from Orban to CRL
Systems. The agreement was used in conjunction with the Asset Sale
Agreement between Orban, Inc. 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 collateralised 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, Inc. extended the
maturity date of the Tranche B note to November 30, 2000. The
maturity date of the Tranche B note has subsequently been 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 since been extended to April 30,
2001 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 is included in the current portion of long-term debt at
December 31, 2000.  The note is due 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.

                                        7
<PAGE>

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, Inc.  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 only made interest payments in 2001.

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
monthly, and the full principal balance was to be paid 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 at the end of the five-year term.

On  June 12, 2000, the Company entered into a promissory note  for
$68,387  from an employee.  The note bears interest at 12  percent
per annum.  All principal and interest was due September 12, 2000;
however, the maturity date has been extended to June 30, 2001. The
note is unsecured.

4. On February 8, 2001, Mr. Charles Jayson Brentlinger, the
President and CEO of the Company fulfilled his entire obligation
of the stock purchase agreement he had entered into at the time he
acquired control of the Company, by exercising the remaining
options to purchase 26,500 shares for a total price of $33,125.
The Company's President, Mr. Charles Jayson Brentlinger has committed
to exercise his options if necessary to satisfy the Company's debt
payment requirements, if operating cash flows are inadequate.


                                        8
<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  net  working  capital  of  approximately
$2,487,000  and the ratio of current assets to current liabilities
was  2.73  to  1  at March 31, 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.

      Accounts receivable were $1,126,000 at March 31, 2001 compared
to  $727,000 at December 31, 2000 for a net increase of  $399,000,
or  55%.  The increase was the result of increased sales  for  the
three months ended March 31, 2001

      Total inventories were $3,220,000 at March 31, 2001 compared
to  total  inventories  of $3,259,000 at December  31,  2000.  The
amount  of  inventory stayed relatively the  same  with  a  slight
decrease  of  $39,000,  or 1% due to the  just-in-time  method  of
purchasing to conserve cash flow.

     During the fiscal 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 $496,000 of debt payments due by March 31, 2002.
The Company's President, Mr. Charles Jayson Brentlinger has
committed to exercise his options if necessary to satisfy the
Company's debt payment requirements, if operating cash flows are
inadequate.


                                        9
<PAGE>

           CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

     On May 31, 2000 the Company acquired the net assets of Orban,
Inc., which were $5,134,000 at December 31, 1999.   The net assets
of the Company at December 31, 1999 were $1,684,000. The revenues
for Orban for the year ended December 31, 1999 as reported in the
8-K/A filed November 21, 2000 were $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.

     Net  sales for the first quarter of 2001 totaled $3,908,000
compared  to the first quarter sales in 2000 of $208,000. Included
in  the  net sales for the three months ended March 31,  2001  are
$3,564,000 in revenues for the sale of Orban products. Sales under
the CRL division increased by $136,000 or 65% for the three months
ended March 31, 2001 compared to the three months ended March  31,
2000. The increased demand in CRL products was primarily due to  a
single  order from an international customer. Without  that  order
CRL products would continue to experience slower demand across its
product lines, in both domestic and international markets.

     Cost  of  goods  sold was 52% of net sales  for  the  first
quarter  ended March 31, 2001 compared to 44% for the same  period
in 2000. The 8% increase in cost of goods sold is primarily due to
the   practice  of  purchasing  just-in-time  inventory,  creating
increases  in the cost of raw materials because we are  buying  in
lower quantities.

     Selling, general and administrative expenses ("SG&A") for the
three months ended March 31, 2001 was $1,234,000 an increase of
409% over $242,000 reported the first quarter of 2000. As a
percentage of net revenue, SG&A decreased from 116% for the three
months ended March 31, 2000 to 32% for the same period in 2001.
The increase in SG&A expense is due in part to the variable
component of SG&A (commissions and other domestic and
international sales and marketing expenses) associated with the
increase in revenues following our acquisition of the Orban
assets. The fixed component of SG&A has also increased due to the
additional personnel in sales and marketing and administration and
cost related to operating the Orban business following the May 31,
2000 acquisition.

     Research and development expense was $416,000 in the first
quarter of 2001, an increase of 325% over $98,000 for the same
period in 2000. The increase resulted from both an increase in the
number of engineering staff at CRL and research and development
activities at Orban, which we continued at pre-acquisition levels.


                                       10
<PAGE>

       Interest and other expense 1for the first quarter  of  2001
was  $280,000, of which 255,000 represents interest paid to Harman
in  connection  with the seller carry-back loan  that  financed  a
portion  of our purchase cost for the Orban assets.  CRL  did  not
incur  any  interest expense for the three months ended March  31,
2002.

       Operationally, the Company is reporting $594,000 in  income
before interest, taxes, depreciation and amortization (EBITDA). as
compared  to the same period in 2000 where the negative EBITDA  of
$211,000.   This is primarily due to the amortization of  goodwill
and the interest expense incurred by the acquisition of Orban.

       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.


                                       11
<PAGE>

           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; however, since April 1, 1998, the shares have
been listed on the OTC Bulletin Board.

Item 6.  Exhibits and Reports on Form 8-K

                           Exhibit Index

      (a) Exhibits No.

           13 Annual  Report  on Form 10-KSB/A  previously
              filed on May 21, 2001 and incorporated herein  by
              reference.

      (b) Reports on Form 8-K: none


                                       12
<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: May 22, 2001
                                       BY /s/Charles Jayson Brentlinger
                                       Charles Jayson Brentlinger

                                       President (Authorized
                                       Officer for signature)

                                       13
<PAGE>