content: FORM 8 - K
  
               SECURITIES AND EXCHANGE COMMISSION
  
                      Washington, DC  20549
  
  
  
                         CURRENT REPORT
  
  
  
                 Pursuant to Section 13 or 15(d)
                             of the
                 Securities Exchange Act of 1934
  
  
        Date of Report (date of earliest event reported):
  
                          June 29, 1999
  
                   CIRCUIT RESEARCH LABS, INC.
  
     (Exact Name of Registrant as specified in its Charter)
  
                             Arizona
  
         (State or other jurisdiction of incorporation)
  
                    0-11353        86-0344671
  
                    Commission            IRS
                     File                 Employer
                     Number               Identification No.
  
                     2522 West Geneva Drive
                      Tempe, Arizona  85282
  
            (Address of principal executive offices)
  
  
  
                         (602) 438-0888
                 (Registrants telephone number)
  
  Item 5. Other Events
  
  On June 28, 1999 Circuit Research Labs, Inc, (the Company)
  and Mr. Gary Clarkson (Chairman of the Board, President and
  CEO of the Company) entered into an agreement to sell to Mr.
  Charles Jayson Brentlinger the controlling interest in
  Circuit Research Labs, Inc. The transaction is subject to
  customary conditions and is expected to close on or before
  September 30, 1999.
  
  The Company is an Arizona corporation authorized to issue
  500,000 shares of  Preferred stock and 20,000,000 shares of
  Common stock. No Preferred stock has been issued or is
  outstanding. Of the Common stock, 597,682 shares have been
  issued, of which 288,870 are held by the public, 121,312 are
  held by Mr. Gary Clarkson, 187,500 are held as treasury
  stock. All previously issued options to purchase shares of
  the Company have expired.
  
  Mr. Brentlinger will purchase 187,500 shares of the
  Companys authorized, but unissued Common stock at $3.05 per
  share, for a total of $571,875. Mr. Brentlinger has paid
  $300,000 cash, with the balance to be paid on closing,
  September 30, 1999.
  
  Within one year of closing Mr. Brentlinger will purchase an
  additional 171,250 shares of the Companys common stock at
  $2.50 per share cash for a total of $428,125.
  
  Mr. Brentlinger will have a 5 year option to purchase an
  additional 500,000 shares of the Companys common stock for
  $2.50 per share cash for a total of $1,250,000.
  
  At the closing Mr.Brentlinger will purchase all of
  Mr.Clarksons stock, 121,312 shares, at $3.05 per share,
  with $250,000 to be paid at closing and the balance to be
  paid as determined between the parties.
  
  At closing Mr. Brenlinger will own 308,812 shares of the
  Companys common stock which is 51.67% of the 597,682
  outstanding shares.
  
   Mr. Clarkson has resigned as President and Chief Executive
  Officer of the Company and has been replaced by Mr.
  Brentlinger. Mr. Clarkson will remain with the Company as an
  Advanced Product Engineer, under a 3 year employment
  contract, and will remain as Chairman of the Board. After
  closing, Mr. Brentlinger shall be appointed to the Board of
  Directors of the Company, to serve a term to expire at the
  next meeting of shareholders duly called to elect a Board of
  Directors
  
  Mr. Brentlinger is President and owner of Rainbow
  Broadcasting Inc. and Brentlinger Broadcasting, Inc. Rainbow
  Broadcasting is the owner of  radio station  KBZG and is
  purchasing radio station  KESP, both of Phoenix, Arizona.
  Brentlinger Broadcasting, Inc. is the owner of KBZR Radio
  in Arizona City, Arizona.  In April 1999 Brentlinger
  Broadcasting Inc. entered into an agreement with Big City
  Broadcasting for the sale of KBZR. Mr. Brentlinger
  previously sold radio station KPTY Gilbert Arizona, to New
  Planet Radio. Mr. Brentlinger has over 26 years of
  experience in the radio industry.
  
  Mr. Brentlinger intends to resume production of the
  Compants current product lines immediately. Mr.
  Brentlingers plans for the future include a new management
  team, implementation of an aggressive marketing plan, new
  product development and acquisitions.
  
  On May 11, 1999, the Companys stockholders approved
  dissolution of the Company. When this Agreement with Mr.
  Brentlinger closes, the Board of Directors, pursuant to its
  authority under Arizona Law , will vote not to dissolve the
  Corporation, but to continue in business, as set forth
  above.
  
  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.
  
  
  
  
                                     CIRCUIT RESEARCH LABS,
                                INC.
  Date:  June 29, 1999
                                     Gary D. Clarkson
                                     Chairman of the Board
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text: FORM 8 - K
  
               SECURITIES AND EXCHANGE COMMISSION
  
                      Washington, DC  20549
  
                         CURRENT REPORT
  
                 Pursuant to Section 13 or 15(d)
                             of the
                 Securities Exchange Act of 1934
  
        Date of Report (date of earliest event reported):
  
                          June 29, 1999
  
                   CIRCUIT RESEARCH LABS, INC.
  
     (Exact Name of Registrant as specified in its Charter)
  
                             Arizona
  
         (State or other jurisdiction of incorporation)
  
                    0-11353        86-0344671
  
                    Commission            IRS
                     File                 Employer
                     Number               Identification No.
  
                     2522 West Geneva Drive
                      Tempe, Arizona  85282
  
            (Address of principal executive offices)
  
                         (602) 438-0888
                 (Registrants telephone number)
  
  Item 5. Other Events
  
  On June 28, 1999 Circuit Research Labs, Inc, (the Company)
  and Mr. Gary Clarkson (Chairman of the Board, President and
  CEO of the Company) entered into an agreement to sell to Mr.
  Charles Jayson Brentlinger the controlling interest in
  Circuit Research Labs, Inc. The transaction is subject to
  customary conditions and is expected to close on or before
  September 30, 1999.
  
  The Company is an Arizona corporation authorized to issue
  500,000 shares of  Preferred stock and 20,000,000 shares of
  Common stock. No Preferred stock has been issued or is
  outstanding. Of the Common stock, 597,682 shares have been
  issued, of which 288,870 are held by the public, 121,312 are
  held by Mr. Gary Clarkson, 187,500 are held as treasury
  stock. All previously issued options to purchase shares of
  the Company have expired.
  
  Mr. Brentlinger will purchase 187,500 shares of the
  Companys authorized, but unissued Common stock at $3.05 per
  share, for a total of $571,875. Mr. Brentlinger has paid
  $300,000 cash, with the balance to be paid on closing,
  September 30, 1999.
  
  Within one year of closing Mr. Brentlinger will purchase an
  additional 171,250 shares of the Companys common stock at
  $2.50 per share cash for a total of $428,125.
  
  Mr. Brentlinger will have a 5 year option to purchase an
  additional 500,000 shares of the Companys common stock for
  $2.50 per share cash for a total of $1,250,000.
  
  At the closing Mr.Brentlinger will purchase all of
  Mr.Clarksons stock, 121,312 shares, at $3.05 per share,
  with $250,000 to be paid at closing and the balance to be
  paid as determined between the parties.
  
  At closing Mr. Brenlinger will own 308,812 shares of the
  Companys common stock which is 51.67% of the 597,682
  outstanding shares.
  
   Mr. Clarkson has resigned as President and Chief Executive
  Officer of the Company and has been replaced by Mr.
  Brentlinger. Mr. Clarkson will remain with the Company as an
  Advanced Product Engineer, under a 3 year employment
  contract, and will remain as Chairman of the Board. After
  closing, Mr. Brentlinger shall be appointed to the Board of
  Directors of the Company, to serve a term to expire at the
  next meeting of shareholders duly called to elect a Board of
  Directors
  
  Mr. Brentlinger is President and owner of Rainbow
  Broadcasting Inc. and Brentlinger Broadcasting, Inc. Rainbow
  Broadcasting is the owner of  radio station  KBZG and is
  purchasing radio station  KESP, both of Phoenix, Arizona.
  Brentlinger Broadcasting, Inc. is the owner of KBZR Radio
  in Arizona City, Arizona.  In April 1999 Brentlinger
  Broadcasting Inc. entered into an agreement with Big City
  Broadcasting for the sale of KBZR. Mr. Brentlinger
  previously sold radio station KPTY Gilbert Arizona, to New
  Planet Radio. Mr. Brentlinger has over 26 years of
  experience in the radio industry.
  
  Mr. Brentlinger intends to resume production of the
  Compants current product lines immediately. Mr.
  Brentlingers plans for the future include a new management
  team, implementation of an aggressive marketing plan, new
  product development and acquisitions.
  
  On May 11, 1999, the Companys stockholders approved
  dissolution of the Company. When this Agreement with Mr.
  Brentlinger closes, the Board of Directors, pursuant to its
  authority under Arizona Law , will vote not to dissolve the
  Corporation, but to continue in business, as set forth
  above.
  
  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.
  
                                     CIRCUIT RESEARCH LABS,
                                INC.
  Date:  June 29, 1999
                                     Gary D. Clarkson
                                     Chairman of the Board