POWER OF ATTORNEY


Know all men by these presents, that the
undersigned hereby constitutes and appoints Thomas C.K.
Yuen and Janet M. Biski, and each of them, signing
singly, the undersigned's true and lawful attorney-in-
fact to:

(1)	execute for and on behalf of the
undersigned, in the undersigned's capacity
as a greater than 10% stockholder and/or an
officer and/or director of SRS Labs, Inc.
(the "Company"), all statements or reports
under Section 16 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")
and the rules thereunder with respect to the
beneficial ownership of the securities
issued by the Company, including, without
limitation, all initial statements of
beneficial ownership on Form 3, all
statements or changes of beneficial
ownership on Form 4, and all annual
statements of beneficial ownership on Form 5
and all other documents that may be required
from time to time (including, without
limitation, all amendments and supplemental
to any such statements, documents or forms),
to be filed with the United States
Securities and Exchange Commission (the
"Commission");

(2)	do and perform any and all acts for and on
behalf of the undersigned which may be
necessary or desirable to complete and
execute any such Form 3, 4, 5 or such other
document as may be required from time to
time and timely file such statements,
documents and forms with the Commission and
any stock exchange, or other similar
authority; and

(3)	take any other action of any type whatsoever
in connection with the foregoing which, in
the opinion of any such attorney-in-fact,
may be of benefit to, in the opinion of any
such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required
by, the undersigned, it being understood
that the documents executed by such
attorney-in-fact on behalf of the
undersigned pursuant to this Power of
Attorney shall be in such form and shall
contain such terms and conditions as such
attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present,
with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-
fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and
powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section
16 of the Exchange Act.

This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required
to file Form 3, 4, 5 or other like documents as may be
required from time to time with respect to the
undersigned's holdings of and transactions in
securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of this 1st
day of September, 2004.


_________________________________
Carol Miltner



CONFIRMING STATEMENT


This statement confirms that the
undersigned, Carol Miltner, has authorized Thomas C.K.
Yuen and Janet M. Biski, and each of them, signing
singly, to execute and file on the undersigned's behalf
all Forms 3, 4, and 5 (including any amendments
thereto) that the undersigned may be required to file
with the U.S. Securities and Exchange Commission as a
result of the undersigned's ownership of or
transactions in securities of SRS Labs, Inc.  The
authority of Thomas C.K. Yuen and Janet M. Biski under
this statement shall continue until the undersigned is
no longer required to file Forms 3, 4, and 5 with
regard to the undersigned's ownership of or
transactions in securities of SRS Labs, Inc., unless
earlier revoked in writing.  The undersigned
acknowledges that Thomas C.K. Yuen and Janet M. Biski
are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.




Dated as of September 1, 2004




	___________________
__________
Carol Miltner





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