SRS Labs (SRSL)

Item 4.01  Changes in Registrant’s Certifying Accountant.

On a Form 8-K filed with the Securities and Exchange Commission on December 8, 2006, SRS Labs, Inc. (the “Company”) previously reported its decision to dismiss its independent auditors, BDO Seidman, LLP (“BDO”) effective December 5, 2006 and to appoint Squar, Milner, Peterson, Miranda & Williamson, LLP (“Squar Milner”) as its new independent registered accounting firm, to perform auditing services beginning with the year ended December 31, 2006.

In that Form 8-K, the Company reported that during the Company’s two most recent fiscal years and through September 30, 2006, there were no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BDO would have caused them to make reference thereto in their reports on the financial statements for such years. The Company confirms that there were no such disagreements between September 30, 2006 and December 5, 2006, the date the engagement of BDO was terminated.

The Company has provided BDO with a copy of the disclosures made in this Form 8-K/A prior to the filing of this Form 8-K/A with the Securities and Exchange Commission and has requested that BDO furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements.  A copy of such letter, dated December 21, 2006, is filed as Exhibit 16.1 to this Form 8-K/A.

Item 4.01  Changes in Registrant’s Certifying Accountant.

On December 5, 2006, SRS Labs, Inc. (the “Company”) engaged Squar, Milner, Peterson, Miranda & Williamson, LLP, Newport Beach, California (“Squar Milner”) as its independent registered public accounting firm to audit the Company’s financial statements beginning with the fiscal year ending December 31, 2006.  On that date, the Company advised BDO Seidman, LLP (“BDO”) of the Company’s decision to dismiss BDO as its independent registered public accounting firm. The Company’s Audit Committee unanimously approved the engagement of Squar Milner and the dismissal of BDO on December 5, 2005.

The Audit Committee believes the change of its independent registered public accounting firm is in the best interest of the Company and the recent simplification of the Company’s business model makes this an appropriate time for the change.

The reports of BDO on the Company’s financial statements for the years ended December 31, 2004 and 2005 did not contain any adverse opinion or disclaimer of opinion, and were not otherwise qualified as to uncertainty, audit scope or accounting principles.

During the Company’s two most recent fiscal years and through September 30, 2006, there have been no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BDO would have caused them to make reference thereto in their reports on the financial statements for such years.

During the Company’s two most recent fiscal years and through December 5, 2006, the Company did not consult Squar Milner regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a disagreement or a reportable event (each as defined in Item 304(a)(1) of Regulation S-K) or (iii) any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

The Company has provided to BDO a copy of the disclosures made in this Form 8-K prior to the filing of this Form 8-K with the Securities and Exchange Commission and has requested that BDO furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements.  A copy of such letter, dated December 6, 2006, is filed as Exhibit 16.1 to this Form 8-K.