SecProbe.io

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                                     [LOGO]
                                 SpatiaLight(r)
                                         Microdisplays

November 4, 2005

Via EDGAR, Facsimile and Federal Express

U.S. Securities and Exchange Commission
Attn: Donald C. Hunt, Esq., Attorney Advisor
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-0306
Tel: (202) 551-3647

Re:   SpatiaLight,  Inc. (the  "Company"),  Post  Effective  Amendments No. 1 to
      Registration  Statements  on Form S-3  filed  August  23,  2005  (File No.
      333-122391,  the "Financing Registration Statement") (File No. 333-122392,
      the  "Shelf  Registration  Statement"),   and  Documents  Incorporated  by
      Reference Therein

Ladies and Gentlemen:

We submit this letter to the Staff of the Division of Corporation Finance of the
U.S.  Securities and Exchange  Commission (the  "Commission") in response to its
comments,  dated  October 5, 2005 (the  "Comment  Letter"),  with respect to the
Company's Post Effective  Amendments,  dated August 23, 2005 (collectively,  the
"Post  Effective  Amendments") to the Financing  Registration  Statement and the
Shelf Registration Statement (collectively,  the "Registration Statements").  We
have  previously  submitted  a  response  letter on  September  28,  2005,  (the
"September  Response  Letter") in response to an earlier comment letter from the
Commission.  For the  Staff's  convenience,  the  responses  set forth below are
numbered to correspond to the comments in the Commission Letter and we have also
set forth such comments for the convenience of the Staff.

In connection with our response to the issues raised by the Comment  Letter,  we
request that the Staff consider the following:

      1. Since we became aware of the problem of the invalid consents  described
in  the  Post-Effective  Amendments,  we  have  engaged  our  current  auditors,
Odenberg,  Ullakko,  Muranishi & Co. ("OUM"),  an independent  registered public
accounting firm, to re-audit our financial statements for our fiscal years ended
December  31, 2002 and 2003.  OUM has  completed  its  re-audit and has issued a
report  regarding the Company's  financial  statements  for fiscal year 2003 and
2002,  and this  report has been filed as part of an  amendment  on Form  10-K/A
filed with the Commission on October 24, 2005.

               Five Hamilton Landing, Suite 100 o Novato, CA 94949
                         415 883-1693 o Fax 415 883-3363
                               www.spatialight.com

<PAGE>
November 4, 2005
Page 2

      2. The Audit  Committee of our Board of Directors  has  commenced  and has
undertaken  an  independent  review of the  circumstances  pertaining to the BDO
Seidman  consent  described in the  Post-Effective  Amendments.  As part of this
review, the Audit Committee has retained independent  counsel,  Keker & Van Nest
LLP, to investigate how and why unauthorized  consents of BDO Seidman were filed
in the final and penultimate amendments to the Registration Statements.

      3. The Audit Committee of our Board will be examining various  alternative
remedial  measures to attempt to improve  our  internal  controls to  reasonably
assure that issues such as the unauthorized  filings of the BDO Seidman consents
may be  prevented  in the future to the fullest  extent  practicable.  After the
Audit  Committee  completes the review referred to in paragraph 2 above, we will
review and seek to implement such remedial  measures as will be set forth in the
Audit  Committee's  report and the internal control issues and remedial measures
in reference  shall be the subject of  appropriate  disclosure  in filings to be
made to the Commission in a timely manner.

We bring these  measures  taken by the Company to the  attention of the Staff so
that the Staff is made  aware of the  seriousness  and  concern  with  which the
Company's  management  and its  Board  have  reacted  to and view  the  problems
associated  with  and  pertaining  to  the  improperly  authorized  BDO  Seidman
consents.

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

1.    We note your  response to comment 1;  however,  you should  promptly  file
      post-effective  amendments to deregister  unsold shares.  Please note that
      your  principal  financial  officer and  principal  accounting  officer or
      controller   must  sign   post-effective   amendments  to  Securities  Act
      registration  statements.  You may file new registrations  statements when
      you are able to submit fully compliant documents.

As noted earlier in this letter,  our auditors,  OUM, have completed an audit of
the Company's financial statements and schedules for fiscal years 2003 and 2002.
We filed OUM's report regarding the financial statements as an amendment on Form
10-K/A to the Company's Annual Report on From 10-K on October 24, 2005. Although
we concede the Commission's position that any registration  statement that lacks
an auditor's consent to incorporate by reference  audited  financial  statements
and schedules for earlier fiscal years is materially defective,  we believe that
this type of defect may be cured by filing a post-effective amendment that would
be  accompanied by a new valid consent to incorporate by reference the financial
statements reported upon by independent accountants for the earlier fiscal years
in  reference.  We believe  that the matter  under  scrutiny is  analogous  to a
situation where a document,  which would typically be required to be filed as an
exhibit,  contained a material defect or does not constitute the proper document
for exhibit purposes under SEC regulation - - in that situation, we believe that
the  Commission  would allow the  registrant  to correct the defect  through the
filing of a  post-effective  amendment with the appropriate  corrected  exhibit.
Similarly, the absence of an authorized consent of the auditor to incorporate by
reference the financial  statements  that it has audited should not obligate the
Company  to  withdraw  its  Registration  Statements  if the  Company  is ready,
willing, and able to file post-effective amendments accompanied by a new exhibit
consisting of valid,  duly obtained  consents by OUM to incorporate by reference
audited financial statements from the Company's independent accountants who have
undertaken the audit.

               Five Hamilton Landing, Suite 100 o Novato, CA 94949
                         415 883-1693 o Fax 415 883-3363
                               www.spatialight.com

<PAGE>
November 4, 2005
Page 3

We  respectfully  submit that filing an additional  post-effective  amendment to
each of the Registration Statements would accomplish, with less confusion to the
markets,  the  approach  and  objectives  of  the  regulatory  scheme  governing
disclosure  by  public  companies.  It is  our  view  that  the  filing  of  new
post-effective   amendments  cures  the  defect  in  the  original  registration
statement and, in our view, we "are able to submit fully  compliant  documents."
(See third sentence of comment 1 of the Comment Letter). Further, as we noted in
our  Post-Effective  Amendments  and  confirmed  to the  Staff in the  September
Response  Letter,  since we have  taken  steps to  assure  that at this  time no
resales will take place under the  prospectus  from the  Financing  Registration
Statement  and no  future  sales  will  be  made  from  the  Shelf  Registration
Statement,  we do not  perceive  why our  proposal  to file new  post  effective
amendments  accompanied by appropriate  independent  accountants' consents would
not constitute a legitimate alternative to the Staff's position that we withdraw
the  original  registration  statements  under the  Securities  Act of 1933,  as
amended (the "Securities Act"). In connection herewith,  we are prepared to file
such  post-effective  amendments  accompanied  by the new  consents  as exhibits
thereto  as soon as we are  advised  whether  the Staff  accepts  our  foregoing
proposal.  Any such  post-effective  amendment  would  also  contain  disclosure
respecting the Staff's inquiry arising from the BDO Seidman consent in reference
as well as the investigation by the Company's Audit Committee.

2.    We note that nobody signed your August 23, 2005 post-effective  amendments
      in the capacities of principal financing officer and principal  accounting
      officer or controller. Please tell us why not.

As noted in our  response to comment 6 in the  September  Response  Letter,  Kim
Tsuchimoto, who was formerly our principal financial and accounting officer, did
not sign the Post-Effective  Amendments because she resigned on August 23, 2005,
immediately  before the time on the date the  Company  filed the  Post-Effective
Amendments  in question,  and was  therefore no longer the  Company's  principal
financial  and  accounting  officer  at the  time we  filed  the  Post-Effective
Amendments.

The Company  determined,  following Ms.  Tsuchimoto's  resignation,  that it was
appropriate to file the  post-effective  amendments as expeditiously as possible
to inform the  investing  public of the problem  with BDO's  consent in a timely
manner. At the time of the filing of the Post-Effective  Amendments, the Company
had not appointed a new principal financial and accounting  officer.  Therefore,
at such time, we did not believe that there was any employee who was  authorized
to sign the Post-Effective Amendments in such capacity. The undersigned did sign
the Post-Effective Amendments in his capacity as Chief Executive Officer and has
signed  subsequent  filings made with the  Commission in the dual  capacities of
Chief Executive Officer and principal financial and accounting officer.

3.    Please  expand  your  response  to comment 3 to tell us whether any of the
      selling shareholders sold any of the securities included in the applicable
      registration statement.

               Five Hamilton Landing, Suite 100 o Novato, CA 94949
                         415 883-1693 o Fax 415 883-3363
                               www.spatialight.com

<PAGE>
November 4, 2005
Page 4

We do not have  specific  knowledge  of any  sales of  securities  by any of the
selling shareholders  pursuant to the Financing  Registration  Statement.  In an
attempt to respond to this comment of the Staff as completely as practicable, we
contacted our transfer agent,  American Stock Transfer & Trust Co.  ("AST&T") on
multiple  occasions  in October  2005 and on November 1, 2005,  to inquire as to
whether  they had  knowledge  of any such  sales  by the  selling  shareholders.
However,  on November 1, AST&T  advised us that they do not keep records of such
sales and were  therefore  unable to  provide  us with any  additional  relevant
information.

4.    Expand your  response  to comment 8 to provide a detailed  analysis of any
      legal authority that supports your  conclusions  regarding (1) whether the
      option was a  "security"  for  purposes  of the  Securities  Act,  and (2)
      whether the offer and sale of the  security  was exempt from  registration
      under the Act.

In response to this comment of the Staff, we respectfully submit that:

      1. The right to purchase "additional securities" pursuant to the August 5,
2005 Purchase Agreement between the Company and certain institutional purchasers
(the "Purchase  Agreement") did not and does not constitute a "security"  within
the meaning of the Securities Act for the following reasons:

            (a) The Purchase  Agreement  was  structured as an offer to purchase
shares by the institutional  purchasers named therein from the Company, an offer
which the Company  accepted.  The Purchase  Agreement  described the "rights" to
purchase  additional  shares.  The  provisions  governing  the  "right"  to  the
potential  purchase of  additional  shares  could have been availed of by one or
more of the  purchasers  within two days of a notice  delivered  by a  purchaser
after the date of the  initial  closing  or at any time  thereafter  during  the
relatively  short  term 30 day  period at a higher  price than that at which the
initial Shares were sold to them under the Purchase Agreement.  That "right" was
not  represented  by  a  separate  instrument  and  was  not  subject  to  other
traditional  clauses or conditions,  such as an anti-dilution  clause, a special
reservation  or  allocation  of shares  requirement  of the Company,  a separate
Registration  Rights  Agreement  or any other  provisions  which are standard or
typical for  "options"  or "rights"  which may be deemed  securities  within the
meaning of the  Securities  Act. Nor is there any evidence that the "right" was,
or was intended to be,  transferable  in whole or in part, to any third party or
parties.  Indeed, as noted above, the "right" questioned by the Staff could have
resulted in the  consummated  purchase of the  additional  Common  Shares within
several days after the date of the initial closing Purchase  Agreement or at any
other time during the 30 day period referring thereto in the Purchase Agreement.
Had such  additional  Shares  been  purchased  by all or some of the  purchasers
within several days after the date of the Purchase Agreement, we seriously doubt
whether  the Staff of the  Commission  would have even  raised the  question  of
whether this very  short-term  "right"  constituted a "security." The short term
nature of this  "contractual  right" and the  absence of all the other  features
which  characterize  a  security  appear  to  demonstrate  that the  "right"  in
reference did not and does not constitute a security.

            (b) We acknowledge that the definition of a "security" under Section
2(a)(1) of the  Securities  Act  includes  "rights" and  "options"  but, for the
reasons  indicated in clause (a) above, we do not believe that the recitation of
those terms,  among many others,  in Section  2(a)(1) should be the  controlling
factor in their definition.  In this respect,  we respectfully  remind the Staff
that  the  introductory  clause  to  the  definitions  under  Section  2 of  the
Securities  Act  expressly  notes that  terms used in Section 2 should  have the
meanings  set forth  therein  "unless  the  context  otherwise  requires."  When
determining  the  applicability  of the phrase  "unless  the  context  otherwise
requires",  in the  introductory  clause to Section 2 of the Securities  Act, we
believe that the Federal courts,  in interpreting  the provisions of the Federal
securities  statutes,  including the  definitions  of terms used  therein,  have
consistently and repeatedly held that these provisions  should be interpreted to
serve the "remedial" purposes of these statutes.  We respectfully urge the Staff
to consider how and in what manner  determining that the "right" in reference is
a security  serves the remedial  purposes of the Securities Act where,  as here,
this rather  short term  "right" was made  available  to the same small group of
investors,  all of  whom  had  previously  purchased  securities  issued  by the
Company,  and who had just  purchased  Shares of the Company in reliance  upon a
current  prospectus  containing  considerable  disclosure  with  respect  to the
Company and the risks of an investment in its shares.

               Five Hamilton Landing, Suite 100 o Novato, CA 94949
                         415 883-1693 o Fax 415 883-3363
                               www.spatialight.com

<PAGE>
November 4, 2005
Page 5

            (c) Clearly,  the contractual right in reference does not constitute
an "investment  contract" within the meaning of the Securities Act since it does
not  constitute  an  investment  in a common  enterprise  to be managed by third
parties  for a