Mail Stop 04-07								June 7,
2005

Via U.S. Mail and Fax (480 403-8301)

Robert W. McMartin
Vice President, Treasurer and Chief Financial Officer
CIRCUIT RESEARCH LABS, INC
1302 West Drivers Way
Tempe, Arizona  85284

Re:	CIRCUIT RESEARCH LABS, INC
	Form 10-KSB for the year ended December 31, 2004
      Filed May 18, 2005

      Forms 10-QSB for fiscal quarter ended March 31, 2005

	File No. 0-11353


Dear Mr. McMartin:


      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.






Form 10-K for the year ended December 31, 2004

Note 1.  Significant Accounting Policies

Goodwill

1. We note that you concluded that the estimated fair value of
your
company was in excess of its carrying value at December 31, 2004
and
2003 and therefore you have determined that there was no goodwill
impairment as of those dates.  We also note your disclosure in the
Form 8-K filed on April 15, 2005 that you were evaluating and have
not yet concluded if you need to impair goodwill.  In this regard,
describe for us the reporting unit or units you used in performing
the annual goodwill impairment test. Tell us how you applied the
guidance in paragraphs 30 through 36 of SFAS 142 in determining
your
reporting units.


Item 7A.  Pro Forma Financial Information

Pro Forma Consolidated Statement of Operations

2. Revise the pro forma statement of operations to remove
adjustment
#2, `income from debt restructure`, and the related income tax
expense.  In addition, you should disclose these items separately
and
discuss that they were not considered in the pro forma income
statement because they don`t have any continuing impact. For
additional guidance, refer to Article 11-02 (b) (5) of Regulation
S-
X.

3. Based on your disclosure it appears that you used the $.0475
per
share value in the transaction between your CEO and Harman to
determine the gain on the restructuring.  In this regard, we do
not
believe that the price paid by your CEO is representative of the
fair
market value of the shares issued at the time of the consummation
of
the restructuring.  Therefore, recalculate the gain on the
restructuring to reflect the fair market value of your stock at
April
29, 2005.  Please refer to SFAS 15 paragraphs 6 and 13.


Form 10-Q for fiscal quarter ended March 31, 2005

4. To the extent applicable, revise to comply with the comments
above.





*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Al Rodriguez, Staff Accountant, at (202)
551-
3370 or Ivette Leon, Assistant Chief Accountant, at (202) 551-3351
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact me at (202) 551-3810 with any
other
questions.

							Sincerely,



							Larry Spirgel
							Assistant Director
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Robert W. McMartin
CIRCUIT RESEARCH LABS, INC
June 7, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE