EXHIBIT 3.1a


                                STATE OF ARIZONA

                          ARTICLES OF AMENDMENT TO THE

                          ARTICLES OF INCORPORATION OF

                           CIRCUIT RESEARCH LABS, INC.

      Circuit Research Labs, Inc., an Arizona corporation (the corporation)
hereby adopts the following Article of Amendment to its Articles of
Incorporation in accordance with Section 10-061 of the Arizona General
Corporation Law.

      FIRST: The name of the corporation is Circuit Research Labs, Inc.

      SECOND: The document attached hereto as Exhibit "A" sets forth the
Amendment to the Articles of Incorporation.

      THIRD: The Amendment set forth in Exhibit "A" was adopted by the
corporation's shareholders on April 25th, 1988, at the Annual Shareholders
Meeting.

      FOURTH: The number of shares of the corporation outstanding at the time of
such adoption was 4,885,132 and the number of shares entitled to vote thereon
was 4,772,132.

      FIFTH: As of the date of the annual meeting the corporation had only one
class of shares; no par value common stock. The number of shares voting in favor
of the Amendment was 2,894,965, the number of shares voting against the
Amendment was 24,300, and the number of shares abstaining was 7,600. The shares
voting in favor of the Amendment constituted a majority of the shares entitled
to vote thereon.

      SIXTH: The new Article 11 does not provide for an exchange,
reclassification or cancellation of issued shares.

      SEVENTH: The Amendment to the Articles of Incorporation does not effect a
change in the amount of stated capital of the corporation.

      IN WITNESS WHEREOF, the undersigned officers of the corporation have
executed and acknowledged these Articles of Amendment this 4th day of May, 1988.

                                          CIRCUIT RESEARCH LABS, INC.

                                          By: /s/ Ronald R. Jones
                                              ----------------------------------
                                              President, Ronald R. Jones

                                              /s/ Gary D. Clarkson
                                              ----------------------------------
                                              Secretary, Gary D. Clarkson


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                                    EXHIBIT A

            A new Article 11 was added as follows:

                                   ARTICLE 11

                   "No director of the Corporation shall be personally liable to
            the Corporation or its shareholders for monetary damages for breach
            of fiduciary duty as a director; provided however, that nothing
            contained herein shall eliminate or limit the liability of a
            director of the Corporation (1) for any breach of the director's
            duty of loyalty to the Corporation or its shareholders, (2) for acts
            or omissions not in good faith or which involved intentional
            misconduct or knowing violation of the law, (3) for authorizing the
            unlawful payment of a dividend or other distribution of the
            Corporation's capital stock or the unlawful purchase of its capital
            stock, (4) for any transaction from which the director derived an
            improper personal benefit, or (5) for a violation of A.R.S. Section
            10-041 titled Director Conflicts of Interest. The limitation of
            liability provided herein shall continue after a director has ceased
            to occupy such position.

                   The foregoing provisions of this Article shall be applicable,
            notwithstanding any amendment or repeal thereof, with respect to any
            and all acts or omissions occurring prior to the effective date of
            such amendment or repeal."


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