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, 1997
                         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, 1997

             Common stock, $.10 par value      597,682<PAGE>



                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                                      INDEX



                                                              Page
                                                             number



       Part I.  FINANCIAL INFORMATION:



          Item 1. Financial Statements

               Consolidated Condensed Balance Sheets
                June 30, 1997 (Unaudited) and
                December 31, 1996                             2

               Consolidated Condensed Statements of
                Operations - Three and six months ended
                June 30, 1997 and 1996 (Unaudited)            4

               Consolidated Condensed Statements of Cash

                Flows -  Six months ended June 30,1997
                and 1996 (Unaudited)                          5

               Notes to Consolidated Condensed Financial 
                Statements (Unaudited)                        6
        

          Item 2. Management's Discussion and Analysis
                of Financial Condition and Results
                of Operations                                 7




       Part II. OTHER INFORMATION:


          Item 6.  Exhibits and Reports on Form 8-K          11

          Signatures                                         12











                                       Page 1<PAGE>



                          PART I. FINANCIAL INFORMATION

       Item 1. Financial Statements

                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS

                                                 June  30,   December 31,
                                                   1997         1996     
                                                 (Unaudited)
       ASSETS


       CURRENT ASSETS:
           Cash and cash equivalents                $ 92,021    $  48,048
           Securities available-for-sale              59,477      167,961
           Accounts receivable, less allowance
           for doubtful accounts of $12,520
           (1997) and $16,520 (1996)                 186,950      189,616

           Inventories:
             Raw materials and supplies              278,980      335,072
             Work in process                         361,524      314,291
             Finished goods                          304,714      306,559


             Total inventories                       945,218      955,922

           Prepaid expenses and other                 67,688       69,628

             Total current assets                  1,351,354    1,431,175

       PROPERTY, PLANT AND EQUIPMENT:
           Land                                      130,869      130,869
           Building and improvements                 497,004      497,004
           Furniture and fixtures                    399,148      397,546
           Machinery and equipment                   623,762      616,081


           Total                                   1,650,783    1,641,500
           Less accumulated depreciation           1,097,341    1,062,936

             Property, plant and equipment - net     553,442      578,564

       OTHER ASSETS - NET                            154,488      159,851

       TOTAL                                      $2,059,284   $2,169,590


                                                        (continued)







                                       Page 2<PAGE>



                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS


                                                  June  30,  December 31,
                                                     1997         1996   
                                                  (Unaudited)
       LIABILITIES AND STOCKHOLDERS' EQUITY

       CURRENT LIABILITIES:
           Accounts payable                    $      86,885  $    64,650

           Accrued salaries and benefits              48,821       65,699
           Accrued professional fees                   5,614       21,976
           Customer deposits                           5,305       40,432
           Other accrued expenses and liabilities     28,521       31,826
           Long-term debt - current portion           20,830       15,228

             Total current liabilities               195,976      239,811


       LONG-TERM DEBT - LESS CURRENT PORTION         106,221      122,287

       STOCKHOLDERS' EQUITY:
           Preferred stock, $100 par value

           - authorized 500,000 shares, none
           issued Common stock, $.10 par value
           - authorized 20,000,000 shares, 
           597,682 shares issued and outstanding      59,768       59,768
           Additional paid-in capital              1,247,240    1,247,240
           Retained earnings                         450,079      500,484
             Total stockholders' equity            1,757,087    1,807,492

       TOTAL                                      $2,059,284   $2,169,590

       See   accompanying  notes  to   consolidated  condensed   financial
       statements.



















                                       Page 3<PAGE>



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


                                  Three Months Ended   Six Months ended
                                        June 30,          June 30,
                                    1997      1996        1997    1996


       NET SALES                 $506,287  $599,761 $1,017,139 $1,238,292


       COST OF GOODS SOLD         277,351   245,301    484,188    505,585

           Gross profit           228,936   354,460    532,951    732,707

       OPERATING EXPENSES:
           Selling, general and
           administrative         224,607   261,282    472,343    523,966
           Research and 
           development             54,513    60,369    105,213    152,668

           Total operating 
           expenses               279,120   321,651    577,556    676,634



       (LOSS)  INCOME FROM 
           OPERATIONS             (50,184)   32,809    (44,605)   56,073 

       OTHER INCOME (EXPENSE):
           Interest and other 
           income                   2,189     3,461      3,776      8,466
           Interest expense        (3,223)   (5,250)   ( 6,526)   (12,287)

           Total other (expense) 
           income                  (1,034)   (1,789)    (2,750)    (3,821)


       (LOSS) INCOME BEFORE 
           INCOME TAXES           (51,218)   31,020    (47,355)    52,252

       INCOME TAX  EXPENSE              0        50      3,050         50

       NET (LOSS) INCOME        $ (51,218) $ 30,970   $(50,405)  $ 52,202
                                         
       (LOSS) INCOME PER 
           COMMON SHARE            $(.09)     $ .05      $(.08)      $.09

       WEIGHTED AVERAGE NUMBER OF
       COMMON SHARES OUTSTANDING  597,682   597,682     597,682   597,682
                                                                         

                    
       See   accompanying  notes  to   consolidated  condensed   financial
       statements.

                                       Page 4<PAGE>



                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                         Six Months Ended
                                                            June 30,
                                                           1997     1996  
       OPERATING  ACTIVITIES:

       NET  (LOSS) INCOME                              $ (50,405) $ 52,202
       ADJUSTMENTS TO RECONCILE
        NET (LOSS) INCOME TO NET CASH USED

        IN OPERATING ACTIVITIES:
          Depreciation and amortization                  39,768  42,508
          Changes in assets and liabilities:
             Accounts receivable                          2,666  22,114
            Inventories                                  10,704 (123,575)
             Prepaid expenses and other assets            1,940 ( 3,588)
             Accounts payable, accrued expenses
            and customer deposits                       (49,437) (25,265)

       NET CASH USED IN OPERATING ACTIVITIES            (44,764) (35,604) 
        
       INVESTING ACTIVITIES:
          Purchase of securities                        (59,477)(75,000)

          Proceeds from sale or maturity of securities  167,961  174,070
          Capital expenditures                           (9,283)
          Payments received on stockholders' notes                 1,081

       NET CASH PROVIDED BY INVESTING ACTIVITIES         99,201  100,151

       FINANCING ACTIVITIES:
          Principal payments on  long-term debt         (10,464) (14,789)

       NET INCREASE IN CASH AND CASH EQUIVALENTS         43,973  49,758

       CASH AND CASH EQUIVALENTS

          AT BEGINNING OF PERIOD                          48,048  25,974

       CASH AND CASH EQUIVALENTS
          AT END OF PERIOD                              $ 92,021$75,732

       SUPPLEMENTAL CASH FLOW INFORMATION
          Cash paid for interest                        $ 6,526 $12,288
                                                               
            Cash paid for income taxes                  $ 3,050

          Test equipment transferred from Inventories to
          Engineering Equipment                                $ 45,290


              See  accompanying notes to consolidated  condensed financial
       statements.


                                       Page 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 June 30,  1997 and the  Consolidated Condensed
       Statements of  Operations for the three  and six months  ended June

       30,  1997 and  1996 and  the Consolidated  Condensed Statements  of
       Cash Flows  for the six  months ended June  30, 1997 and  1996 have
       been prepared without audit.

       Certain  information  and  note disclosures  normally  included  in
       financial   statements  prepared  in   accordance  with   generally
       accepted  accounting  principles  have been  condensed  or  omitted
       pursuant  to  such  rules and  regulations,  although  the  Company
       believes that the disclosures are  adequate to make the information
       presented not misleading.  It  is suggested that these Consolidated
       Condensed  Financial Statements  be read  in  conjunction with  the
       consolidated  financial statements  and notes  thereto included  in
       the  Company's Annual  Report on  Form  10-KSB for  the year  ended

       December 31, 1996.

       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.  Certain
       reclassifications  were made  to the 1996  financial statements  to
       conform with the 1997 presentation.



       2. In February 1997, the Financial Accounting Standards Board
       ("FASB") issued Statement of Financial Accounting Standards
       ("SFAS") No. 128, "Earnings per Share", effective for both interim
       and annual periods ending after December 15, 1997. This standard
       specifies the computation, presentation and disclosure of earnings
       per share for entities with publicly held common stock or
       potential common stock. The Company will  provide the required
       disclosures in its year-end report. The effect on the Company's
       earnings per share disclosure is not material for the periods
       presented. 


       The FASB also issued SFAS No. 130 "Reporting Comprehensive Income"
       and SFAS No. 131 "Disclosures about Segments of an Enterprise and
       Related Information". SFAS No. 130 is effective for fiscal years

                                       Page 6<PAGE>



       beginning after December 15, 1997. The standard changes the
       reporting of certain items currently reported in the equity
       section of the balance sheet. The Company is currently evaluating
       what impact this standard will have on the Company's financial
       statements. SFAS No. 131 is effective for fiscal years beginning
       after December 15, 1997. This standard requires that public
       companies report certain information about operating segments in
       their financial statements. It also establishes related
       disclosures about products and services, geographic areas, and
       major customers. The Company is currently evaluating what impact
       this standard will have on its financial statements.



                                       Page 7<PAGE>



       Item.  2

                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



             Financial Condition 



             The Company  had net  working capital  of $1,155,000 and  the
       ratio of  current assets  to current  liabilities was  6.9 to  1 at
       June 30, 1997.   At December 31, 1996, the Company  had net working
       capital of $1,191,000 and a current ratio of 6.0 to 1.

             Accounts  receivable  of  $187,000  at   June  30,  1997  was
       comparable to the December 31, 1996 balance of $190,000.  

             Total inventories  of $945,000 at  June 30, 1997  compared to
       total inventories of $956,000 at December 31, 1996. 

             The Company's credit agreement expired on   July 1, 1996, and

       since  it  had not  been  used,  the  Company  did not  pursue  its
       renewal.  The Company believes its  future liquidity  needs will be
       met by a  combination of cash generated  from operating activities,
       the reduction of investments, and existing cash balances.

             The estimated fair value of the Company's securities
       approximated cost at June 30, 1997.




                                       Page 8<PAGE>



                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

             Results of Operations

             Net sales  for the  second quarter  of 1997 totaled  $506,000
       and  were 16%  lower  than  the second  quarter  sales  in 1996  of
       $600,000.  The  decrease  was  due to  slower  sales  across  CRL's
       product lines, in  both domestic and international  markets. In the
       second  quarter   of  1996,   the  Company   had  a   large  single

       international order that also contributed to the difference.

             Cost  of goods  sold  was 55%  of net  sales  for the  second
       quarter ended June 30, 1997 compared to  41% for the same period in
       1996.  The increase  was  the result  of  a  temporary increase  in
       production  costs on  CRL's main product  line. The  cost of  goods
       sold  for  CRL's  main  product  line  year-to-date  1997  was  38%
       compared to 1996 year-to-date cost of goods sold of 35%.

             Selling,  general and administrative  expenses were  $225,000
       in  the second  quarter of 1997  compared to  selling, general  and
       administrative  expenses  of $261,000  for  the second  quarter  of
       1996. The decrease was due to  lower marketing expenses both in the

       domestic and  international market place,  primarily as  the result
       of less media advertising and lower trade shows cost.

             Research  and development expense  in the  second quarter  of
       1997 totaled  $55,000,  compared to  the 1996 second  quarter total
       of $60,000. The decrease was the  result of shifting personnel from
       engineering  to   production  in  order   to  fill  a   vacancy  in
       production.
        
             Interest  and other income of  $2,200 for the  second quarter
       of 1997  compared to  $3,500 for  the second  quarter of  1996. The
       lower interest  income was  the result of  the Company  having less

       funds invested in securities.

             Interest  expense  consists  of  the  interest  cost  on  the
       long-term mortgage  collateralized   by the  Company's headquarters
       facility.

             Net loss for the second quarter  of 1997 was $51,000 compared
       to net income of $31,000 for the second quarter of 1996.

             Year-to-date net sales were approximately $221,000 lower in
       1997 as compared to the same period in 1996. The decrease was due
       to slower sales across CRL's product lines, in both domestic and
       international markets. The Company also had a large single

       international order in 1996 that contributed to the difference.
       Cost of goods sold was 47% of net sales for the six months ended
       June 30, 1997 compared to 41% for the same period in 1996. The

                                       Page 9<PAGE>



       increase was the result of a temporary increase in production
       costs on CRL's main product line. The cost of goods sold for CRL's
       main product line year-to-date 1997 was 38% compared to 1996
       year-to-date cost of goods sold of 35%. The decrease in gross
       profit was offset by an $100,000 decrease in operating expenses
       for the six months ended June 30, 1997 compared to the same period
       in 1996. The result of the decrease in sales, increase in
       percentage of cost of goods sold, and the decrease in operating
       expenses was a $45,000 loss from operations for the first six
       months of 1997, compared to a $56,000 profit for the same period
       of 1996. Increased marketing efforts and an increased acceptance
       of CRL's new products is expected  to increase the levels of sales

       in future quarters. 

             The document includes "forward-looking" statements within
       the meaning of the Private Securities Litigation Reform Act of
       1995. 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.





                                       Page 10<PAGE>



                  CIRCUIT RESEARCH LABS, INC. and SUBSIDIARIES




                          Part II. OTHER INFORMATION


             Item 6.  Exhibits and Reports on Form 8-K

             (a) Exhibits included herein - None.


             (b) Reports on Form 8-K - None.






                                       Page 11<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 12, 1997
                                            BY /s/Gary D. Clarkson       
                                            Gary D. Clarkson

                                            Treasurer (Authorized Officer 
                                            for (signature)




                                       Page 12<PAGE>