SecProbe.io

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

Mail Stop 4-7

      December 17, 2004

N.W. Jasper, Jr.
President and Chief Executive Officer
Dolby Laboratories, Inc.
100 Potrero Avenue
San Francisco, California 94103-4813

	RE:	Dolby Laboratories, Inc.
		Registration Statement on Form S-1
		Filed November 19, 2004
		File No. 333-120614

Dear Mr. Jasper:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document 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
supplemental 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 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form S-1

General

1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range.  Please note that
we
may have additional comments once you have provided this
disclosure.
Therefore, please allow us sufficient time to review your complete
disclosure prior to any distribution of preliminary prospectuses.

2. We encourage you to file all exhibits with your next amendment
or
otherwise furnish us drafts of your legality opinion and
underwriting
agreement.  We must review these documents before the registration
statement is declared effective, and we may have additional
comments.

3. We note the growth estimate data and other figures cited
throughout the document, such as those provided by IDC and CEA.
Please provide us with marked copies of any materials that support
these and other third party statements, clearly cross-referencing
each statement with the underlying factual support.  Confirm for
us
that these documents are publicly available.  To the extent that
any
of these reports have been prepared specifically for you, file a
consent from the third party.

4. We note that you plan to file a confidential treatment request
for
a license agreement with GTE Laboratories, Inc.  Comments on your
application for confidential treatment will follow under separate
cover.  Since the application review process often results in
significant revisions to the disclosure in the prospectus, we
suggest
that you wait to circulate a preliminary prospectus until you have
received comments on your application.  We will not consider a
request for acceleration of effectiveness of the registration
statement until we resolve these comments.

Inside cover page

5. Limit the inside cover page to the information required by Item
502 of Regulation S-K.  In this regard, please reposition the
second
and third paragraphs following the table of contents to another
location in the registration statement.  In addition, delete the
last
sentence of the first paragraph following the table of contents.
Once you make your disclosure clear from the context, you will not
need to define terms such as "we," "us" and "our."

Prospectus Summary, page 1

6. As currently drafted, this summary section is very long.
Consider
eliminating some of the detail.  In order to make it more of a
summary, focus only on the most material terms of the Offering.
In
this regard, reduce your description of the company to one or two
paragraphs summarizing your business operations.  In addition,
delete
or substantially reduce the subsections addressing your Key Dolby
Strengths, Our Strategy, and Industry.  Appropriate revisions
should
enable you to shorten the length of the summary section.  Further,
as
part of your revisions, we remind you to ensure your disclosure
provides a balanced picture of your operations, financial
condition,
and structure.

7. Please limit the promotional nature of this section.  For
example,
we note the use of such promotional terms as "innovative,"
"trusted,"
and "excellence."  Please revise to limit your summary to a brief,
factual description of your operations.

8. Disclosure of your revenues should be balanced with disclosure
of
your corresponding net income (loss) and income (loss) per share
numbers.	Please revise.

The Offering, page 5

9. Disclose that the number of shares being offered represents __%
of
your shares outstanding.

Risk Factors, page 8

10. Please delete the second sentence of the introductory
paragraph.
Once you describe all material risks, and tailor each one to your
specific facts and circumstances, you will not need this generic
risk
disclosure.

11. Provide only that amount of detail necessary to understand the
risk faced by investors.  In this regard, the amount of detail
that
you provide in many of your risk factors overwhelms the risk you
are
trying to convey.  See, for example:

* "If our products and technologies fail to be adopted as industry
standards ..."

* "We face significant competition in various markets ..."

* "If the market for digital cinema does not develop ..."

* "We may become subject to a personal holding company tax ..."

Move extraneous information and background to your business or
MD&A
sections, as appropriate.  To the extent that these risk factors
relate to multiple risks, consider discussing each risk separately
in
its own risk factor.

      Our business and prospects depend on the strength of our
brand,
page 8
      Awareness of our brand, page 14

12. Consider combining these two risk factors, as they appear to
discuss similar risks.

    The licensing of patents constitutes a significant source of
our
revenue ..., page 10

13. It appears that a significant number of your patents are
scheduled to expire between 2005 and 2007.  Revise your MD&A to
discuss this fact and if estimable, disclose the portion of your
licensing revenues currently derived from these patents.

We are, and may in the future be subject to intellectual property
rights claims ..., page 10

14. We note your statement that you "believe you properly allocate
these (third) parties` respective shares of the licensing revenue
you
receive from your customers."  Tell us how you account for these
arrangements.  More specifically, tell us how you present them in
the
Consolidated Statements of Operations.  Refer to EITF 99-19 in
your
response.

We rely on the timeliness and accuracy of our licensees` royalty
reports, page 11

15. This risk factor is dense and difficult to read.  Consider
eliminating any excess detail and splitting the body into multiple
paragraphs.

Our licensing revenue depends in large part upon IC manufacturers,
page 12

16. Please re-define IC, as it is the focus of this risk factor.

We face a number of risks in conducting business in China, page 14

17. Revise the caption of this risk factor to clearly state the
risk
to investors.

    Our licensing of industry standard technologies can be subject
to
limitations ..., page 16

18. We note that Via Licensing Corporation licenses "patent
pools,"
which include certain of your patents.  Provide us with more
details
of the licensing of these patents.  Further:

* Tell us in more detail how you account for these licensing
arrangements and refer to your basis in the accounting literature.
Your response should also provide a discussion of the initial
contract fees for the administration of licensing patent pools as
described on page F-9.
* Tell us how you present license revenues and license fees
payable
to third parties within your Consolidated Statements of
Operations.

We may become subject to a personal holding company tax..., page
23

19. Tell us in more detail why you believe that neither you, nor
any
of your subsidiaries, are subject to, or liable for, the personal
holding company tax.  Based on your tax position with respect to
the
likelihood of a personal holding company tax assessment, tell us
how
you have evaluated paragraphs 9-10 of SFAS 5.  Please provide the
appropriate disclosure in your financial statements.

20. To provide investors with a meaningful understanding of this
risk, provide a reference to a revised section in your MD&A that
quantifies the "substantial additional taxes" for which you could
be
liable or the amount of the dividend you might pay in lieu of
paying
the personal holding company tax and discuss how you expect to pay
for them.

	Acquisitions could result in operating difficulties..., page
24

21. Clarify whether or not you are currently contemplating any
strategic transactions or acquisitions.  If so, describe the
status
of any discussions, negotiations, agreements, etc.

	We will incur increased costs and demands upon management...,
page 25

22. If material, include on page 42 of your MD&A a quantified
discussion of the expected increase to your general and
administrative expenses associated with the increase in your legal
and compliance costs, to the extent known.

      We are exposed to foreign currency and interest rate risks,
page 27

23. Isn`t this risk already disclosed in the risk factor on page
15?

Purchasers in this offering will experience immediate and
substantial
dilution..., page 29

24. Please disclose that purchasers in this offering will
contribute
___ % of the total amount of your funding but will own only ___ %
of
the shares outstanding.

Future sales of shares by existing stockholders may cause our
stock
price to decline, page 29

25. Quantify the percentage increase in your outstanding shares
upon
the completion of this offering.

Use of Proceeds, page 32

26. Disclose the amount that you expect to receive if the
underwriters exercise their over-allotment option.  Also include
in
your table how you expect to allocate the net proceeds of the
offering if the underwriters exercise their over-allotment option.

Pro Forma Unaudited Consolidated Statements of Operations Data,
page
37

27. Please revise to delete the pro forma statement of operations
for
the years ended September 27, 2002 and September 26, 2003.  Pro
forma
information may be presented for only the most recent fiscal year
and
interim period.  See Rule 11-02(c) of Regulation S-X.  Please make
this revision throughout your registration statement, including
your
presentation and discussion of the respective quarterly.

28. Since you are presenting a limited number of pro forma
adjustments in your pro forma statement of operations for the year
ended September 24, 2004, revise to provide a narrative
description
of the pro forma effects of the transactions on the respective
line
items.  Refer to Rule 11-02(b)(1) of Regulation S-X.

29. Revise to provide a more detailed explanation of what the pro
forma presentation shows.  More specifically, your pro forma
unaudited consolidated statements of operations data should be
accompanied by an introductory paragraph similar to that provided
on
pages 38-39.  Refer to Rule 11-02(b)(2) of Regulation S-X.

Management`s Discussion and Analysis, page 38

  Pro Forma Presentation, page 39

30. We note that prior to the completion of this offering, Ray
Dolby
will contribute all intellectual property rights he holds related
to
your business.  We further note your statement that there will be
no
material change to your balance sheet as a result of the asset
contribution. Tell us, and revise to disclose, how you intend to
account for this transaction.

      Critical Accounting Policies, page 42

31. We note your numerous references throughout your registration
statement to valuation analyses provided by an independent third
party valuation firm.  While you are not required to make
reference
to these independent valuations, when you do you should
specifically
identify each appraiser as an expert and include their consent in
the
registration statement.  Alternatively, you should revise to
eliminate these references and to clearly disclose that management
is
primarily responsible for determining fair values.  We will not
object if you wish to state in revised disclosure that management
considered a number of factors, including valuations or
appraisals,
when making these determinations.  In any case, your disclosure
should clearly indicate that management is responsible for these
valuations.

Results of Operations, page 45

	Revenue, page 46

32. Quantify the percentage of your licensing revenue that is
related
to DVD players sales versus other products.  In addition, clarify
the
extent to which changes in licensing revenues are attributable to
changes in volume versus changes in price.

33. We note that you identify a number of factors that affected
the
increase in revenues.  Revise your discussion to quantify the
impact
of each factor.

      Gross Margin, page 47

34. We note that your cost of production services includes
"reimbursable expenses incurred on behalf of the customer."  Tell
us
how you evaluated EITF 01-14 with regard to your income statement
classification of these reimbursable expenses.

Operating Expenses, page 48

35. Disclose more details regarding the nature of the
reengineering
project related to your royalty reporting process.  Also, discuss
how
it will impact your accounting for license revenues.

      Research and Development, page 48

36. Address how you intend to pay for the anticipated increase in
research and development expense.  In this regard, we note the
risk
factor discussion on page 19 of the "considerable resources" you
will
need to spend on research and development.

Liquidity, Capital Resources and Financial Condition, page 57

37. Describe and quantify the impact of this offering on your
liquidity and results of operations.

Business, page 60

38. Revise to include the financial information about geographic
areas required by Item 101(d) of Regulation S-K or include a cross
reference to the relevant information appearing in the financial
statements.  For example, we are unable to locate any discussion
of
the material portion of your revenues attributable to your
customers
in Japan or your basis for attributing revenues from external
customers to individual countries.

Key Dolby Strengths, page 60
Our Strategy, page 62

39. Currently, you discuss your competitive strengths and strategy
prior to discussing your actual business operations.  So that
readers
have the appropriate context and background in assessing your
strengths and strategy, consider moving these sections so that
they
follow the discussion of your products and services.

      Customers, page 78

40. When you name specific customers, you should also provide
disclosure addressing their significance to you.  For each
category
listed, indicate the percentage of your revenues the customers
represent individually or in the aggregate.

      Competition, page 82

41. To the extent reasonably known, provide quantified disclosure
of
your market shares in each of your markets.  See Item 101(c)(x) of
Regulation S-K.

Description of Capital Stock, page 104

42. Please explain why, prior to the completion of the offering,
all
outstanding shares of common stock will be converted into Class B
common stock and how the terms of conversion were determined.

Underwriters, page 110

43. Revise the underwriters` compensation table so that it
complies
with the requirements of Item 508(e) of Regulation S-K and its
instructions.  For instance, the table should show separately the
cash commissions to be paid and indicate the amount of the
underwriters` compensation to be paid by the selling shareholders
separate from the company.

44. Please furnish to us supplementally a statement as to whether
or
not the amount of comp