August 5, 2009

Securities and Exchange Commission

Washington, D.C.  20549

VIA EDGAR

Re:   Spatializer Audio Laboratories, Inc.

Dear Mr. Burton:

In connection with our Form 8-K/A filing of August 5, 2009 we hereby confirm that:

·    the company is responsible for the adequacy and accuracy of the disclosure in the filing;

·    staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·    the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Spatializer Audio Laboratories, Inc.

By:           /s/ Jay Gottlieb

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Jay Gottlieb, Chairman of the Board, Secretary and Treasurer