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<TYPE>LETTER
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<FILENAME>upload.txt
<DESCRIPTION>REVISED COMMENT LTR DATED 12-13-04: L.M. CANANT
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								December 13, 2004

Mail Stop 3-6

Robert A. Olins, CEO
Spatialight, Inc.
Five Hamilton Landing, Suite100
Novato, California 94949

Re:	Spatialight, Inc.
	File No. 0-19828
	Form 8-K, filed December 10, 2004

Dear Mr. Olins:

      We have reviewed the above referenced filing and have the
following comments which require a revised Form 8-K to be filed.
If
you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  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 on any other aspect of our review.  Feel free to
call
us at the telephone numbers listed at the end of this letter.

	Revise to also provide the specific disclosures required by
Item
304(a)(1)(ii) of Regulation S-K, which requires a statement
whether
the accountant`s report on the financial statements for either of
the
past two years contained an adverse opinion or a disclaimer of
opinion or was qualified or modified as to uncertainty, audit
scope
or accounting principles; and a description of the nature of each
such adverse opinion, disclaimer of opinion, modification or
qualification.  This would include disclosure of uncertainty
regarding the ability to continue as a going concern in the
accountant`s report.

	The report should also be revised to include the disclosures
required by Item 304(a)(1)(v)(D)(2)(ii) regarding your
consultations
with OUM prior to their engagement as the Company`s independent
accountants.

	A letter from the former accountants stating their
agreement/disagreement with the revised disclosures should be
included in the amendment as Exhibit 16. The amendment should be
filed in response to these comments within 5 business days of the
date of this letter. Please provide the staff with a courtesy copy
of
all amended filings.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 in the filings reviewed by the staff do n0t foreclose the
Commission from taking any action with respect to the filing; 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 filing or in
response to our comments on your filing.

	Questions with regard to this letter may be addressed to the
undersigned at (202) 942-1897.

Sincerely,

Louis M. Canant
Senior Staff Accountant
Office of Electronics and Machinery
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Mr. Robert A. Olins, CEO
Spatialight, Inc.

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