Mail Stop 4-7

      January 27, 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. 2 to Registration Statement on Form S-1
		Filed January 19, 2005
		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

Risk Factors, page 7

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

1. We note your revisions in response to prior comment 3 that you
intend to fund the costs of operating as a public company from
working capital.  Given the disclosure in your Use of Proceeds
section that you will apply the proceeds of the offering for
"general
corporate purposes, including working capital," is it your
intention
to use the offering proceeds to fund the anticipated increase in
legal and compliance costs?  If so, please revise the Use of
Proceeds
section accordingly.

Employee Benefits Plan, page 100

2. Please advise us of the specific exemption(s) that you relied
upon
for all the issuances of stock options.  In addition, tell us how
you
complied with the requirements of the exemption(s).

Financial Statements

Stock-based Compensation, page F-12

3. We note your responses to prior comments 11-18.  As discussed
in
our conference call on January 26, 2005, we will defer our
evaluation
of these responses until you provide further evidence in support
of
your stock-based compensation.

4. We note your response to prior comment 20.  Please revise to
disclose the intrinsic value of the options for each grant date,
if
any.

5. Tell us, and disclose in your MD&A, how you will account for
the
timing differences of stock-based compensation expense for tax and
book purposes and its impact on your effective tax rate.  Refer to
paragraphs 16 and 17 of APB 25.

5. Stockholders` Equity, page F-22

	2000 Stock Incentive Plan, page F-22

6. We note your statement that under the terms of the subject
plan,
options are generally granted at not less than fair market value
at
the date of grant. We further note your disclosure on page F-28
that
in the first quarter of 2005, additioinal stock options were
granted
below the reassessed fair value at the date of grant.  Please
revise
to state, if true, that the Incentive Stock Option Plan also
allows
the issuance of stock options below fair value.

Exhibit 5.1, Legality Opinion

7. We note your reference to "Delaware General Corporation Law."
Confirm to us in writing that it concurs with our understanding
that
the reference and limitation to "Delaware General Corporation Law"
includes the statutory provisions as well as all applicable
provisions of the Delaware Constitution and reported judicial
decisions interpreting these laws.

8. In addition, we note that your opinion is given without
reference
to Delaware`s conflict of law rules.  Supplementally explain to us
why this does not inappropriately limit the scope of the opinion.

*  *  *  *

      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 27, 2005
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