SecProbe.io

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Mail Stop 4-7

      January 14, 2005

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

	RE:	Dolby Laboratories, Inc.
		Amendment No. 1 to Registration Statement on Form S-1
		Filed December 30, 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

Prospectus Summary, page 1

1. We note your enhanced disclosure in response to prior comment
8.
However, you should also disclose your historical and pro forma
diluted net income per share in the summary.

Risk Factors, page 7

	It is possible that we may be treated as a personal holding
company..., page 22

2. Revise this risk factor discussion to clarify that you are
unable
to currently quantify the amount of tax for which you could be
liable
or any dividend that you may elect to pay in the future, as
indicated
in your response to prior comment 20.  Briefly explain why the
amount
is not currently quantifiable.

	We will incur increased costs and demands upon management...,
page 24

3. We note your response to prior comment 22 regarding your
inability
to quantify the expected increase in expenses associated with the
increase in legal and compliance costs.  Please advise whether or
not
the company examined the potential costs associated with public
company reporting requirements in connection with its
consideration
of conducting an initial public offering.  If so, did the company
evaluate how it would fund the costs of operating as a public
company
and, in doing so, estimate the costs or a range of costs that it
might incur?

Use of Proceeds, page 30

4. We note your response to prior comment 26.  However, you should
also disclose the amount and use of proceeds from the over-
allotment
option in the Use of Proceeds section.

Pro Forma Unaudited Consolidated Statements of Operations Data,
page
37

5. We note your response to prior comment 27.  We continue to
believe
that you should 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 information.

Critical Accounting Policies, page 43

6. We reissue prior comment 31 with regard to your continued
references to third party valuations or independent valuation
firms.
While you are not required to make reference to these "third
parties"
or "independent firms," 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 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.

Business, page 60

      Customers, page 80

7. We note your response to prior comment 40.  Please disclose
whether or not any of these customers represent 5% or more of your
revenues.  In addition, as these customers are significant users
of
your products and services, consider deleting the word
"representative" from the "Representative End-Users" column
heading.

	Competition, page 84

8. Please disclose that you are unable to provide quantified
disclosure regarding your market share in the markets in which you
operate, as indicated in your response to prior comment 41, and
explain the reason for that inability.

Description of Capital Stock, page 106

9. We note your response to prior comment 42.  Please revise your
disclosure to include this information.

Financial Statements

1. Summary of Business and Significant Accounting Policies

	Goodwill and Intangible Assets, page F-8

10. We note your response to our prior comment 49.  Please:

* Disclose the amount of goodwill allocated to each segment.
Refer
to paragraph 45 of SFAS 142.
* Supplementally tell us in detail how you determined that
goodwill
should be assigned to each reporting unit "based upon the recorded
allocation of purchased intangibles at the acquisition date."
Refer
to paragraphs 34-35 of SFAS 142 in your response.  Further, tell
us
in detail how you allocated the purchased intangibles to each of
your
operating segments / reporting units.

		Stock-based Compensation, page F-12

11. We have reviewed your correspondence dated November 29, 2004.
We
note your statement that you determined the reassessed estimated
fair
values of the Class B common stock with the benefit of hindsight
and
after analysis of relevant factors with specific reference to the
valuation reports.  However, your estimated fair values appear
based
on the midpoint of the expected IPO price range of $17.33.  Please
clarify for us this apparent discrepancy.

12. Further, tell us why fair value was not determined either in a
contemporaneous valuation by an unrelated valuation specialist,
retrospective valuation by an unrelated valuation specialist, or
contemporaneous or retrospective valuation by a related-party
valuation specialist.

13. We note that you utilized the midpoint of the expected IPO
price
range as the basis for the estimated fair value for all equity
awards.  It is unclear to us why you believe the estimate of the
ultimate IPO price is a reasonable basis for the determination of
the
estimated fair value for your pre-IPO equity transactions.  Please
advise.  Further:

* Tell us in more detail why you believe that it is the most
reliable
and relevant estimate of value.
* Tell us the basis for determining the IPO range, addressing
multiple calculations or various methodologies employed to
determine
the range.

14. Additionally we note that you recorded the stock-based
compensation charge based on the "reassessed estimated fair value
as
a percentage of the midpoint of the expected IPO price range."
Describe in detail how you determined each percentage.  Please
identify the factors considered during each grant date that
clearly
explain the increases in the percentages utilized, including but
not
limited to,  the increasing probability that Ray Dolby would
transfer
the intellectual property rights to you, thereby absolving  you of
further royalty obligations.

15. Tell us why you believe that it is appropriate (if at all) to
use
a sliding scale of factors ranging from 90% - 65% for discounting
fair value during the 12 months prior to the date of the most
recent
balance sheet included in the registration statement.

16. Provide us with a detailed discussion of each significant
factor
contributing to the difference between the fair value as of the
date
of each grant and the estimated IPO price.

17. Specifically tell us why Houlihan`s most recent valuation
report
issued in October 2004 did not account for the factors that you
considered in your reassessment of estimated fair value.

18. In any event, since your assessment of fair value was not
based
on a contemporaneous valuation performed by an unrelated valuation
specialist, please disclose in your MD&A the following information
relating to your issuances of equity instruments:

* A discussion of the significant factors, assumptions and
methodologies used in determining fair value;
* A discussion of each significant factor contributing to the
difference between the fair value as of the date of each grant and
the estimated IPO price;
* The valuation alternative selected and the reason management
chose
not to obtain contemporaneous valuation by an unrelated valuation
specialist.

19. Further disclose in your MD&A the intrinsic value of
outstanding
vested and unvested options based on the estimated IPO price and
the
options outstanding as of the most recent balance sheet date
(year-
end or interim) presented in your registrations statement.

20. Disclose in your financial statements, at a minimum, the
following information for equity instruments granted during the 12
months prior to the date of the most recent balance sheet (year-
end
or interim) included in the registration statement:

* For each grant date, the number of options or shares granted,
the
exercise price, the fair value of the common stock, and the
intrinsic
value, if any, per option (the number of options may be aggregated
by
month or quarter and the information presented as weighted average
per-share amounts);
* Whether the valuation used to determine the fair value of the
equity instruments was contemporaneous or retrospective;
* If the valuation specialist was a related party, a statement
indicating that fact.

21. We note that you had 1,979,000 option grants during the year
ended September 26, 2003.  Tell us how you determined the
estimated
fair value of your Class B common stock when considering whether
you
should record stock-based compensation expense for those grants.
Supplementally, provide us with any information that supports your
estimated fair value.

?. Segment Information, page F-25

22. Tell us if you considered the customer disclosures required
under
paragraph 39 of SFAS 131.

11. Legal Proceedings, page F-27

23. We note your response to prior comment 62.  Supplementally
provide us with more specific details of the third party
allegations
of the breach of a pre-existing royalty-sharing agreement.  Tell
us
why you agreed to the settlement and tell us how the settlement
amount was determined.  Finally, tell us why you believe the
classification as a settlement expense versus cost of revenue was
appropriate.

Exhibit 5.1, Legality Opinion

24. Counsel must opine on the legality of the shares under the
laws
of the state in which the company is incorporated.  State clearly,
if
true, that you are opining on Delaware state law.

*  *  *  *

      Please amend your Form S-1 in response to these comments.
You
may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      You may contact Kathryn Jacobson, Staff Accountant, at (202)
824-5332 or Kyle Moffatt, Accountant Branch Chief, at (202) 942-
1990
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Joshua Englard, Staff
Attorney,
at (202) 942-2832 or me at (202) 942-1990 with any other
questions.

							Sincerely,

							Michele M. Anderson
							Legal Branch Chief

cc:	Mark B. Baudler, Esq.
	Fax:  650-493-6811
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N.W. Jasper, Jr.
Dolby Laboratories, Inc.
January 14, 2005
Page 6

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