SecProbe.io

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

  DIVISION OF
CORPORATION FINANCE

  Mail Stop 3030

April 14, 2009
Via Facsimile and U.S. Mail

 Mr. Jay Gottlieb  Chairman of the Board and President Spatializer Audio Laboratories, Inc.
410 Park Avenue, 15
th Floor
New York, NY  10022

 Re: Spatializer Audio Laboratories, Inc.
Form 10-K for the Year Ended December 31, 2007
 Filed March 31, 2008 Forms 10-Q for the Quarter Ended September 30, 2008, June 30, 2008, and             September 30, 2008 File No.  000-264600

Dear Mr. Gottlieb:

We have reviewed your filings and your re sponse letter filed on April 8, 2009 and we
have the following comments. We have limited our  review to only your fi nancial statements and
related disclosures and will make no further re view of your documents.  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 comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry 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 ove rall disclosure in your filing.
We look forward to working with you in thes e 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.

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb
April 14, 2009 Page 2  Form 10-K for the Year Ended December 31, 2007

 Item 6.  Selected Financial Data , page 7 of proposed Form 10-K/A

 1. Please refer to prior comment 1 from our letter dated March 2 7, 2009.  We note from
page 8 of your draft amendment that you c ontinue to report “revenues,” “cost of
revenues,” “gross profit,” etc. from conti nuing operations for each reporting period
presented within your selected financial data.  Even though you added the line items
entitled “loss from continuing operations” a nd “gain(loss) from di scontinued operations”
within your selected financial data table for each reporting period presented, it does not
appear that you have revised your statement of  operation information reported within this
table for each reporting period pres ented to reflect the sale of your assets to DTS, Inc. in
fiscal 2007 as discontinued operations in accordance with paragraph 43 of SFAS 144.
Additionally, it does not appear that the select ed financial data agre es to your audited
financial statements on page 19 of your draf t amendment.  Please revise or advise.

Item 8. Financial Statements and Supplement ary Data, page 16 of proposed Form 10-K/A

Note 12.  Selected Quarterly Financial Data, page 28 of proposed Form 10-K/A
 2. Please refer to prior comment 3 from our le tter dated March 27, 2009.  We note that you
continue to report “revenues,” and “gross marg in,” etc. from continuing operations for
each quarterly reporting period presented within  your selected quarterly financial data
table.  Even though you added the line items  entitled “loss from continuing operations”
and “gain(loss) from discontinued operations ” within your selected  quarterly financial
data table for each reporting period presented, it does not appear that you have revised your statement of operation information reporte d in this table for each reporting period
presented to reflect the sale of your assets to DTS, Inc. in fiscal 2007 as discontinued
operations in accordance with paragraph 43 of SFAS 144.  Please revise or advise.

Exhibit 31.1

3. Please refer to prior comment 9 from our letter dated February  18, 2009 and comment 8
from our letter dated March 27, 2009.  We note your certifications filed pursuant to
Exchange Act Rule 13a-14(a) included within  your proposed filings are still not in the
exact form prescribed by Item 601(b)(31) of  Regulation S-K.  Specifically, paragraph 1
for Gregory Schneider is not in the exact form  and refers to the incorrect report.  As
previously requested, please revise your fili ngs to include revised certifications that
conform to the exact  wording required by Item 601( b)(31) of Regulation S-K.

Spatializer Audio Laboratories, Inc.
Mr. Jay Gottlieb April 14, 2009 Page 3
 Forms 10-Q for the Quarter Ended March 31, 2008, June 30, 2008 and September 30, 2008

Item 4T.  Controls and Procedures
 4. Please revise your filings to include the conclusions of your principal executive and
principal financial officers, or persons pe rforming similar functions, regarding the
effectiveness of your disclosure controls and procedures  as of the end of the periods
covered by your quarterly reports.  Refer to the guidance in Item 307 of Regulation S-K.

As appropriate, please amend your 2007 Form  10-KSB and 2008 Forms 10-Q respond to
these comments within 10 business days or tell us  when you will provide us with a response.
You may wish to provide us with marked copies  of the amendments to expedite our review.
Please furnish a cover letter with  your amendment that keys your responses to our comments and
provides any requested.  Detailed cover letters greatly facilitate our review.  Please file your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your amendments and responses to our comments.

 You may contact Tara Harkins, Staff Acc ountant, at (202) 551-3639 or me at (202) 551-
3616 if you have questions regarding these comments.  In this regard, do no t hesitate to contact
Kevin Vaughn, Accounting Branch Chief, at (202) 551-3643.

       S i n c e r e l y ,

        Lynn Dicker         Reviewing Accountant