SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

	September 1, 2005

Robert A. Olins
Chief Executive Officer
SpatiaLight, Inc.
Five Hamilton Landing, Suite 100
Novato, California 94949

Re:	SpatiaLight, Inc.
	Post Effective Amendments No. 1 to
	Registration Statements on Form S-3
	Filed August 23, 2005
	File Nos. 333-122391 and 333-122392

Dear Mr. Olins:

      We have the following comments to your filings.  Where
indicated, we think you should revise your documents in response
to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a 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 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
filings.
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.

Post-Effective Amendments to Forms S-3 (File Nos. 333-122391 and
333-
122392)

1. Tell us what legal authority you are relying on that you
believe
permits you to withdraw a required portion of a registration
statement by post-effective amendment.

2. We note the disclosure that BDO Seidman will not grant its
consent
to have its reports on your financial statements for the years
ended
December 31, 2003 and 2002 incorporated into your Forms S-3.

* Please describe to us the circumstances surrounding the
auditor`s
decision not to grant its consent, including the dates and content
of
all communications with the auditor.

* Please clarify for us whether the auditor has withdrawn its
opinion
and its association with these financial statements and, if so,
discuss the impact on your Forms 10-K for the years ended December
31, 2004, 2003 and 2002 and address how you intend to alert
investors
of this event, taking into account the requirements of Item 4 of
Form
8-K.

* Clarify for us the impact of the auditor`s decision on its
reviews
of the Forms 10-Q you filed with the Commission during the years
ended December 31, 2004, 2003 and 2002.

3. We note your reference to your August 5, 2005 sale of 500,000
shares.  Tell us about any other sales that occurred under either
registration statement.

4. Confirm that the registration statements will not be used to
offer
and/or sell securities until (1) you have made filings that fully
comply with all disclosure requirements, including authorized
consents for you to use all audit reports required in the filings,
and (2) the Commission, or the staff pursuant to delegated
authority,
declares the appropriate filings effective.

Form 8-K, Filed August 5, 2005

5. We note your disclosure that Kim Tsuchimoto was designated as
your
Principal Financial and Accounting Officer on July 20, 2005.  Tell
us
why the Form 8-K was not filed timely, and confirm your
understanding
that you are not eligible to use short-form registration
statements
going forward.

6. Tell us why your principal financial officer and your
controller
or principal accounting officer did not sign your registration
statements as amended on July 27 and August 23.

Form 10-Q for the Quarterly Period Ended June 30, 2005, Filed
August
9, 2005

Note 12.  Subsequent Events, page 17

7. We see that on August 5, 2005 you sold 500,000 of your common
shares at a purchase price of $5.40 per share to certain
institutional investors and those purchasers were also extended a
30
day option to purchase additional shares at a fixed price of $5.50
per share. Please tell us how you have accounted for this option
to
purchase additional shares at a fixed price and cite the
accounting
guidance upon which you based your accounting.

8. Please tell us where you have registered the option to purchase
the additional shares or provide us a detailed analysis of why you
believe registration was not necessary.

9. Please tell us why you did not file a Rule 424(b) prospectus
supplement relating to this sale until August 15, 2005.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 18

Results of Operations, page 23

Cost of revenue, page 24

10. We see that "the cost of revenues doubled per the revenue
earned
due to items returned and remade for LG Electronics..." Please
tell
us the following:

* Please quantify for us the amount of revenue previously
recognized
related to the products that were returned.

* Please tell us how the company accounts for returns.

* Tell us about your obligation to accept returns and "remake"
products under the terms of your contract(s) with LG Electronics.
Further, tell us how this affected your revenue recognition at the
time of the initial sale.

* Tell us about your obligation to accept returns and "remake"
products and display units that were sold to your other customers.

Exhibits

11. We note that you filed exhibit 10.1 after it was executed.
Therefore, the exhibit should not be filed in preliminary form.
Instead, you should file the final, executed document with all
blanks
completed, including the blanks on the signature pages.

Exhibits 31.1 and 31.2

12. The certifications required by Rule 13a-14(a) must be stated
exactly as set forth in Item 601(b)(31) of Regulation S-K.  Please
re-file your 10-Q in its entirety, including the appropriate
certifications.

Form 8-K, Filed August 29, 2005

13. Please tell us the facts surrounding the resignation of Kim
Tsuchimoto.

14. Tell us whether Ms. Tsuchimoto remains employed or affiliated
with SpatiaLight in any capacity.

*     *     *

      Please submit via Edgar a letter that responds to our
comments
and provides any requested information.  Detailed letters greatly
facilitate our review.  To expedite our review, you also may wish
to
provide us with marked copies of any amendments you file.  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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

      Before the amended registration statements are declared
effective pursuant to Section 8 of the Securities Act, the company
should provide us with a letter, acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filings or in response to our comments on your filings.

      You may contact Julie Sherman at (202) 551-3640, or Martin
James, Senior Assistant Chief Accountant, at (202) 551-3671, if
you
have questions regarding our comments on the financial statements
and
related matters.  Please contact Donald C. Hunt at (202) 551-3647
or
me at (202) 551-3617 with questions regarding our comments on any
other part of your filings.

                                                Sincerely,

                                                Russell Mancuso
                                                Branch Chief

cc (via fax):	Melvin Katz, Esq. - Bryan Cave LLP
??

??

??

??

Robert A. Olins
SpatiaLight, Inc.
September 1, 2005
Page 1

</TEXT>
</DOCUMENT>