Exhibit
3.1  RESTATED BYLAWS  OF  DTS, INC.  ARTICLE I  OFFICES  Section 1.               Registered
Office.  The registered office shall
be in the City of Wilmington, County of New Castle, State of Delaware.  Section 2.               Other
Offices.  The corporation may also
have offices at such other places both within and without the State of Delaware
as the Board of Directors of the corporation (the Board of Directors) may
from time to time determine or the business of the corporation may require.  ARTICLE II  MEETINGS OF STOCKHOLDERS  Section 1.               Place
of Meetings.  All meetings of the
stockholders for the election of directors shall be held in the City of Agoura
Hills, State of California, at such place as may be fixed from time to time by
the Board of Directors, or at such other place either within or without the
State of California as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.  Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
California, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.  Section 2.               Annual Meeting.  (a)          The annual meeting of the stockholders of the corporation,
for the purpose of election of directors and for such other business as may
lawfully come before it, shall be held on such date and at such time as may be
designated from time to time by the Board of Directors.  (b)          At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting.  To be properly brought before
an annual meeting, business must be:  (A) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (B) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (C) otherwise
properly brought before the meeting by a stockholder.  For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the corporation.  To be timely, a stockholders notice must be
delivered to or mailed and received at the principal executive offices of the
corporation no later than the date specified in the corporations proxy
statement released to stockholders in connection with the previous years
annual meeting of stockholders, which date shall be not less


than one
hundred twenty (120) calendar days in advance of the anniversary of the date of
such previous years proxy statement; provided, however, that in the event that
no annual meeting was held in the previous year or the date of the annual
meeting has been changed by more than thirty (30) days from the date
contemplated at the time of the previous years proxy statement, notice by the
stockholder to be timely must be so received a reasonable time before the
solicitation is made.  A stockholders
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting: 
(i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and address, as they appear on the
corporations books, of the stockholder proposing such business, (iii) the
class and number of shares of the corporation which are beneficially owned by
the stockholder, (iv) any material interest of the stockholder in such
business and (v) any other information that is required to be provided by
the stockholder pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the 1934 Act), in his capacity as a proponent to a
stockholder proposal.  In addition to the
foregoing, in order to include information with respect to a stockholder
proposal in the proxy statement and form of proxy for a stockholders meeting,
stockholders must provide notice as required by the regulations promulgated
under the 1934 Act to the extent such regulations require notice that is
different from the notice required above. 
Notwithstanding anything in these Bylaws to the contrary, no business
shall be conducted at any annual meeting except in accordance with the
procedures set forth in this paragraph (b) of this Section 2.  The chairman of the annual meeting shall, if
the facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this paragraph (b), and, if he should so determine, he shall so declare at the
meeting that any such business not properly brought before the meeting shall
not be transacted.  (c)           Only
persons who are nominated in accordance with the procedures set forth in this
paragraph (c) shall be eligible for election as directors.  Nominations of persons for election to the
Board of Directors of the corporation may be made at a meeting of stockholders
by or at the direction of the Board of Directors or by any stockholder of the
corporation entitled to vote in the election of directors at the meeting who
complies with the notice procedures set forth in this paragraph (c).  Such nominations, other than those made by or
at the direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the corporation in accordance with the
provisions of paragraph (b) of this Section 2.  Such stockholders notice shall set forth (i) as
to each person, if any, whom the stockholder proposes to nominate for election
or re-election as a director:  (A) the
name, age, business address and residence address of such person, (B) the
principal occupation or employment of such person, (C) the class and
number of shares of the corporation that are beneficially owned by such person,
(D) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nominations are to be made by the
stockholder, and (E) any other information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
1934 Act (including without limitation such persons written consent to being
named in the proxy statement, if any, as a nominee and to serving as a director
if elected); and (ii) as to such stockholder giving notice, the
information required to be provided pursuant to subitems (ii), (iii) and (iv) of
paragraph (b) of this Section 2. 
At the request of the Board of  2


Directors,
any person nominated by a stockholder for election as a director shall furnish
to the Secretary of the corporation that information required to be set forth
in the stockholders notice of nomination which pertains to the nominee.  No person shall be eligible for election as a
director of the corporation unless nominated in accordance with the procedures
set forth in this paragraph (c).  The
chairman of the meeting shall, if the facts warrant, determine and declare at
the meeting that a nomination was not made in accordance with the procedures
prescribed by these Bylaws, and if he should so determine, he shall so declare
at the meeting, and the defective nomination shall be disregarded.  Section 3.               Inspectors
of Elections.  Prior to any meeting
of stockholders, the Board of directors, the Chairman of the Board, a Vice
Chairman of the Board, the Chief Executive Officer, the President or any other
officer designated by the Board shall appoint one or more inspectors to act at
such meeting and make a written report thereof and may designate one or more
persons as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act
at the meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting.  Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability.  The
inspectors shall ascertain the number of shares outstanding and the voting
power of each, determine the shares represented at the meeting and the validity
of proxies and ballots, count all votes and ballots, determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors and certify their determination of the number
of shares represented at the meeting and their count of all votes and
ballots.  The inspectors may appoint or
retain other persons to assist them in the performance of their duties.  The date and time of the opening and closing
of the polls for each matter upon which the stockholders will vote at a meeting
shall be announced at the meeting.  No
ballot, proxy or vote, nor any revocation thereof or change thereto, shall be
accepted by the inspectors after the closing of the polls.  In determining the validity and counting of
proxies and ballots, the inspectors shall be limited to an examination of the
proxies, any envelopes submitted therewith, any information provided by a
stockholder who submits a proxy by telegram, cablegram or other electronic
transmission from which it can be determined that the proxy was authorized by
the stockholder, ballots and the regular books and records of the Corporation,
and they may also consider other reliable information for the limited purpose
of reconciling proxies and ballots submitted by or on behalf of banks, brokers,
their nominees or similar persons which represent more votes than the holder of
a proxy is authorized by the record owner to cast or more votes than the
stockholder holds of record.  If the
inspectors consider other reliable information for such purpose, they shall, at
the time they make their certification, specify the precise information
considered by them, including the person or persons from whom they obtained the
information, when the information was obtained, the means by which the information
was obtained and the basis for the inspectors belief that such information is
accurate and reliable.  Section 4.               Notice
of Annual Meeting.  Written notice of
the annual meeting stating the place, date and hour of the meeting shall be
given to each stockholder entitled to vote at such meeting not less than ten (10) nor
more than sixty (60) days before the date of the meeting.  3


Section 5.               Voting
List.  The officer who has charge of
the stock ledger of the corporation shall prepare and make, or have prepared
and made, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held.  The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.  Section 6.               Special
Meetings.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, as amended from time to time,
may only be called as provided in this Section 6 by the President, Chief
Executive Officer or Chairman of the Board and shall be called by the President
or Secretary at the request in writing of a majority of the Board of Directors.
Such request shall state the purpose or purposes of the proposed meeting.  The place, date and time of any special
meeting shall be determined by the Board of Directors.  Such determination shall include the record
date for determining the stockholders having the right of and to vote at such
meeting.  Section 7.               Notice
of Special Meeting.  Written notice
of a special meeting stating the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called shall be given not less
than ten (10) nor more than sixty (60) days before the date of the
meeting, to each stockholder entitled to vote at such meeting.  Section 8.               Action
at Special Meeting.  Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.  Section 9.               Quorum
and Adjournments.  (a)          The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation, as amended from time to time.  If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power
to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented.  At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.  If the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.  (b)          When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall  4


decide
any question brought before such meeting, unless the question is one upon which
by express provision of statutes or of the Certificate of Incorporation, as
amended from time to time, a different vote is required, in which case such
express provision shall govern and control the decision of such question.  Section 10.             Voting
Rights and Proxies.  Unless otherwise
provided in the Certificate of Incorporation, as amended from time to time,
each stockholder shall at every meeting of the stockholders be entitled to one (1) vote
for each share of stock entitled to vote held of record by such
stockholder.  Each stockholder of record
entitled to vote at a meeting of stockholders may vote in person or may
authorize any other person or persons to vote or act for him by written proxy
executed by the stockholder or his authorized agent or by a transmission
permitted by law and delivered to the Secretary of the corporation.  No stockholder may authorize more than one
proxy for his shares, and no proxy shall be voted on after three (3) years
from its date, unless the proxy provides for a longer period.  Any copy, facsimile transmission or other
reliable reproduction of the writing or transmission created pursuant to this Section may
be substituted or used in lieu of the original writing or transmission for any
and all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile transmission or other reproduction shall be
a complete reproduction of the entire original writing or transmission.  Section 11.             Action
Without Meeting.  No action shall be
taken by the stockholders of the corporation except at an annual or special
meeting of stockholders called in accordance with these Bylaws, and no action
shall be taken by the stockholders by written consent.  ARTICLE III  DIRECTORS  Section 1.               Classes,
Number, Term of Office and Qualification. 
The Directors shall be classified into three classes as specified in the
Restated Certificate of Incorporation. 
At each annual meeting of stockholders, directors elected to succeed
those directors whose terms expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders after their
election.  Additional directorships
resulting from an increase in the number of directors shall be apportioned
among the classes as equally as possible determined by the Board of
Directors.  The number of directors which
shall constitute the whole Board shall not be less than five (5) nor more
than nine (9) directors, and the exact number shall be fixed by resolution
of sixty-six and two-thirds percent (66-2/3%) of the directors then in office
or by sixty-six and two-thirds percent (66-2/3%) of the stockholders at the
annual meeting of the stockholders, with the number initially fixed at seven
(7).  Each director elected shall hold office
until his successor is elected and qualified, except in the case of the death,
resignation or removal of the director. 
Directors need not be stockholders.  Section 2.               Vacancies.  Vacancies may be filled only by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director.  Each director so chosen shall
hold office until a successor is duly elected and shall qualify or until his
earlier death, resignation or removal. 
If there are no directors in office, then an election of directors may
be held in the manner provided by statute.  5


Section 3.               Powers.  The business of the corporation shall be
managed by or under the direction of its Board of Directors which may exercise
all such powers of the corporation and do all such lawful acts and things as
are not by statute or by the Certificate of Incorporation, as amended from time
to time, or by these Bylaws directed or required to be exercised or done by the
stockholders.  Section 4.               Regular
and Special Meetings.  The Board of
Directors of the corporation may hold meetings, both regular and special,
either within or without the State of California.  Section 5.               Annual
Meeting. The annual meeting of each newly elected Board of Directors shall
be held without notice other than this Bylaw immediately after, and at the same
place as, the annual meeting of stockholders. 
In the event the annual meeting of any newly elected Board of Directors
shall not be held immediately after, and at the same place as the annual
meeting of stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors.  Section 6.               Notice
of Regular Meetings.  Regular
meetings of the Board of Directors may be held without notice at such time and
at such place as shall from time to time be determined by the Board.  Section 7.               Notice
of Special Meetings.  Special
meetings of the Board may be called by the Chief Executive Officer or President
on no less than forty-eight (48) hours notice to each director either
personally, or by telephone, mail, telegram or facsimile; special meetings
shall be called by the Chief Executive Officer, President or Secretary in like
manner and on like notice on the written request of two directors unless the
Board consists of only one director, in which case special meetings shall be
called by the Chief Executive Officer, President or Secretary in like manner
and on like notice on the written request of the sole director.  A written waiver of notice, signed by the
person entitled thereto, whether before or after the time of the meeting stated
therein, shall be deemed equivalent to notice.  Section 8.               Quorum.  At all meetings of the Board a majority of
the directors shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise specifically
provided by statute or by the Certificate of Incorporation, as amended from
time to time.  If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.  Interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
at a meeting of a committee which authorizes a particular contract or
transaction.  Section 9.               Action
Without Meeting.  Unless otherwise
restricted by the Certificate of Incorporation, as amended from time to time,
or these Bylaws, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing or by electronic transmission, and the writing or writings
or electronic transmissions are filed with the minutes of proceedings of the
Board or committee.  6


Section 10.             Meetings
by Telephone Conference Calls. 
Unless otherwise restricted by the Certificate of Incorporation, as
amended from time to time, or these Bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.  Section 11.             Committees.  The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation.  The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  In the
absence of disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such absent or
disqualified member.  Any
such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or authority
in reference to amending the Certificate of Incorporation, as amended from time
to time, adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporations property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending
the Bylaws of the corporation; and, unless the resolution or the Certificate of
Incorporation, as amended from time to time, expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.  Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors.  Each
committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required.  Section 12.             Fees
and Compensation.  Unless otherwise
restricted by the Certificate of Incorporation, as amended from time to time,
or these Bylaws, the Board of Directors shall have the authority to fix the
compensation of directors.  The directors
may be paid their expenses, if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director.  No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.  Members of special or standing
committees may be allowed like compensation for attending committee meetings.  Section 13.             Resignation.  Any director may resign by delivering notice
in writing or by electronic transmission to the President, Chief Executive
Officer, Chairman of the Board or  7


Secretary.  Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event.  Section 14.             Removal.  Subject to any limitations imposed by law or
the Certificate of Incorporation, as amended from time to time, the Board of
Directors, or any individual director, may be removed from office at any time,
only with cause, by the affirmative vote of the holders of at least a majority
of shares entitled to vote at an election of directors.  ARTICLE IV  NOTICES  Section 1.               Notice.  Whenever, under the provisions of the
statutes or of the Certificate of Incorporation, as amended from time to time,
or of these Bylaws, notice is required to be given to any director or
stockholder, it shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such director or stockholder, at
his address as it appears on the records of the corporation, with postage
thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail.  Notice to directors and stockholders may also
be given by facsimile telecommunication or by electronic mail if the director
and/or stockholder to whom such notice is given has consented to such form of
notice.  Notice by facsimile
telecommunication shall be deemed given when directed to a number at which the
director or stockholder has consented to receive notice, and notice by
electronic mail shall be deemed given when directed to an electronic mail
address at which the director or stockholder has consented to receive
notice.  Notice to directors may also be
given personally, by telephone, including a voice messaging system or other
system or technology designed to record and communicate messages.  Section 2.               Waiver
of Notice.  Whenever any notice is
required to be given under the provisions of the statutes or of the Certificate
of Incorporation, as amended from time to time, or of these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.  ARTICLE V  OFFICERS  Section 1.               Enumeration.
 The officers of the corporation shall be
chosen by the Board of Directors and shall be a Chief Executive Officer, a
Chief Financial Officer and a Secretary. 
The Board of Directors may elect from among its members a Chairman of
the Board and a Vice Chairman of the Board. 
The Board of Directors may also choose a President, one or more Vice
Presidents and one or more Assistant Secretaries.  Any number of offices may be held by the same
person, unless the Certificate of Incorporation, as amended from time to time,
or these Bylaws otherwise provide.  The
compensation of all officers and agents of the corporation shall be fixed by
the Board of Directors, and no officer shall be prevented from receiving such
compensation by virtue of his also being a director of the corporation.  8


Section 2.               Election
or Appointment.  The Board of
Directors at its first meeting after each annual meeting of stockholders shall
choose a Chief Executive Officer, Chief Financial Officer and a Secretary and
may choose a President, one or more Vice Presidents and one or more Assistant
Secretaries.  The
Board of Directors may appoint such other officers and agents as it shall deem
necessary who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board.  Section 3.               Tenure.  Except as otherwise provided by law, by the
Certificate of Incorporation or by these Bylaws, each officer shall hold office
until his successor is elected and qualified, unless a different term is
specified in the vote appointing him, or until his earlier death, resignation
or removal.  Section 4.               Resignation,
Removal and Vacancies.  Any officer
may resign by delivering his written resignation to the corporation at its
principal office or to the Chief Executive Officer, President or
Secretary.  Such resignation shall be
effective upon receipt unless it is specified to be effective at some other time
or upon the happening of some other event. 
Any officer elected or appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the Board of
Directors.  Any vacancy occurring in any
office of the corporation shall be filled by the Board of Directors.  Section 5.               Chairman
of the Board.  The Chairman of the
Board, if any, shall preside at all meetings of the Board of Directors and of
the stockholders at which he shall be present. 
The Chairman of the Board shall have and may exercise such powers as are,
from time to time, assigned by the Board and as may be provided by law.  Section 6.               Vice
Chairman of the Board.  In the
absence of the Chairman of the Board, the Vice Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and of the stockholders
at which he shall be present.  The Vice
Chairman of the Board shall have and may exercise such powers as are, from time
to time, assigned by the Board and as may be provided by law.  Section 7.               Chief
Executive Officer.  The Chief Executive
Officer of the corporation shall, subject to the control of the Board of
Directors, have general supervision, direction and control of the business and
the officers of the corporation.  The
Chief Executive Officer shall preside at all meetings of the stockholders and,
in the absence or nonexistence of a Chairman or Vice Chairman of the Board at
all meetings of the Board of Directors. 
The Chief Executive Officer shall have the general powers and duties of
management usually vested in the Chief Executive Officer of a corporation,
including general supervision, direction and control of the business and
supervision of other officers of the corporation, and shall have such other
powers and duties as may be prescribed by the Board of Directors or these Bylaws.  The
Chief Executive Officer shall, without limitation, have the authority to
execute bonds, mortgages and other contracts requiring a seal, under the seal
of the corporation, except where required or permitted by law to be otherwise
signed and executed and except where  9


the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.  Section 8.               President.  Subject to such supervisory powers as may be
given by these Bylaws or the Board of Directors to the Chairman of the Board or
the Chief Executive Officer, if there be such officers, the President shall
have general supervision, direction and control of the business and supervision
of other officers of the corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or these Bylaws.  In the event a Chief Executive Officer shall
not be appointed, the President shall have the duties of such office.  Section 9.               Vice
Presidents.  The Vice President, or
if there shall be more than one, the Vice Presidents in the order determined by
the Board of Directors, shall, in the absence or disability of the President,
act with all of the powers and be subject to all the restrictions of the
President.  The Vice Presidents shall
also perform such other duties and have such other powers as the Board of
Directors, the President or these Bylaws may, from time to time, prescribe.  Section 10.             Secretary.  The Secretary shall attend all meetings of
the Board of Directors, all meetings of the committees thereof and all meetings
of the stockholders and record all the proceedings of the meetings in a book or
books to be kept for that purpose.  Under
the Chief Executive Officers or Presidents supervision, the Secretary shall
give, or cause to be given, all notices required to be given by these Bylaws or
by law; shall have such powers and perform such duties as the Board of
Directors, the Chief Executive Officer, the President or these Bylaws may, from
time to time, prescribe; and shall have custody of the seal of the
corporation.  The Secretary, or an
Assistant Secretary, shall have authority to affix the seal of the corporation
to any instrument requiring it and when so affixed, it may be attested by his
or her signature or by the signature of such Assistant Secretary.  The Board of Directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his or her signature.  Section 11.             Assistant
Secretary.  The Assistant Secretary,
if any, or if there be more than one, the Assistant Secretaries in the order
determined by the Board of Directors, shall, in the absence, disability or
refusal to act of the Secretary, perform the duties and exercise the powers of
the Secretary and shall perform such other duties and have such other powers as
the Board of Directors, the Chief Executive Officer, the President, the
Secretary or these Bylaws may, from time to time, prescribe.  Section 12.             Chief
Financial Officer.  The Chief
Financial Officer shall act as Treasurer and shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors.  The
Chief Financial Officer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his or her transactions as Treasurer and of the financial condition of the
corporation.  10


If
required by the Board of Directors, the Chief Financial Officer shall give the
corporation a bond (which shall be renewed every six (6) years) in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the corporation.  Section 13.             Other
Officers, Assistant Officers and Agents. 
Officers, assistant officers and agents, if any, other than those whose
duties are provided for in these Bylaws, shall have such authority and perform
such duties as may from time to time be prescribed by the Board of Directors,
the Chief Executive Officer or the President.  Section 14.             Absence
or Disability of Officers.  In the
case of the absence or disability of any officer of the corporation and of any
person hereby authorized to act in such officers place during such officers
absence or disability, the Board of Directors may delegate the powers and
duties of such officer to any officer or to any director, or to any other
person who it may select.  Section 15.             Delegation
of Authority.  The Board of Directors
may from time to time delegate the powers or duties of any officer to any other
officers or agents, notwithstanding any provision hereof.  ARTICLE VI  CERTIFICATES OF STOCK  Section 1.               Certificates
of Stock.  The
shares of the corporation shall be represented by certificates, provided,
however, that the Board of Directors may provide by resolution or resolutions
that some or all of any or all classes or series of its stock shall be
represented by uncertificated shares, and provided, further, that any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the corporation. 
Every holder of stock represented by certificates shall be entitled to
have a certificate signed by, or in the name of the corporation by, the
Chairman or Vice Chairman of the Board of Directors, or the President or a Vice
President and the Chief Financial Officer or an Assistant Chief Financial
Officer, or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation.  Certificates
may be issued for partly paid shares and in such case upon the face or back of
the certificates issued to represent any such partly paid shares, the total
amount of the consideration to be paid therefor, and the amount paid thereon
shall be specified.  If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights shall be set forth in full  11


or summarized on the face or back of the certificate which
the corporation may issue to represent such class or series of stock, provided
that, except as otherwise provided in Section 202 of the General
Corporation Law of Delaware, in lieu of the foregoing requirements, there may
be set forth on the face or back of the certificate which the corporation may
issue to represent such class or series of stock, a statement that the
corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.  Section 2.               Execution
of Certificates.  Any or all of the
signatures on the certificate may be facsimile. 
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.  Section 3.               Lost
Certificates.  The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed.  When authorizing such issue
of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.  Section 4.               Transfer
of Stock.  Upon surrender to the
corporation or the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, it shall be the duty of the corporation
to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.  Section 5.               Fixing
Record Date.  In order that the
corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholder or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting,
nor more than sixty (60) days prior to any other action.  A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.  Section 6.               Registered
Stockholders.  The corporation shall
be entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote as such owner,
and to hold liable for calls and assessments a person registered on its books
as the owner of shares and shall not be bound to recognize any equitable  12


or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.  ARTICLE VII  INDEMNIFICATION  Section 1.               Indemnification
of Directors and Executive Officers. 
The corporation shall indemnify its directors and executive officers to
the fullest extent not prohibited by the Delaware General Corporation Law;
provided, however, that the corporation may limit the extent of such
indemnification by individual contracts with its directors and executive
officers; and, provided, further, that the corporation shall not be required to
indemnify any director or executive officer in connection with any proceeding
(or part thereof) initiated by such person or any proceeding by such person
against the corporation or its directors, officers, employees or other agents
unless (i) such indemnification is expressly required to be made by law, (ii) the
proceeding was authorized by the Board of Directors of the corporation, and (iii) such
indemnification is provided by the corporation, in its sole discretion,
pursuant to the powers vested in the corporation under the Delaware General
Corporation Law.  Section 2.               Indemnification
of Other Officers, Employees and Other Agents.  The corporation shall have power to indemnify
its other officers, employees and other agents as set forth in the Delaware
General Corporation Law.  Section 3.               Good
Faith.  (a)          For purposes of any determination under this Bylaw, a
director or officer shall be deemed to have acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, to have
had no reasonable cause to believe that any conduct was unlawful, if such
directors or officers action is based on information, opinions, reports and
statements, including financial statements and other financial data, in each
case prepared or presented by:  (1)           one
or more officers or employees of the corporation whom the director or executive
officer believed to be reliable and competent in the matters presented;  (2)           counsel,
independent accountants or other persons as to matters which the director or
executive officer believed to be within such persons professional competence;
and  (3)           with
respect to a director, a committee of the Board upon which such director does
not serve, as to matters within such Committees designated authority, which
committee the director believes to merit confidence; so long as, in each case,
the director or executive officer acts without knowledge that would cause such
reliance to be unwarranted.  (b)           The termination of any proceeding by
judgment, order, settlement,  13


conviction
or upon a plea of nolo contendere or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which was reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal proceeding, that the person
had reasonable cause to believe that his or her consent was unlawful.  (c)          The provisions of this Section 3 shall not be deemed to
be exclusive or to limit in any way the circumstances in which a person may be
deemed to have met the applicable standard of conduct set forth by the Delaware
General Corporation Law.  Section 4.               Expenses.  The corporation shall advance, prior to the
final disposition of any proceeding, promptly following request therefor, all
expenses actually and reasonably incurred by any director or officer in
connection with such proceeding upon receipt of an undertaking by or on behalf
of such person to repay said amounts if it should be determined ultimately that
such person is not entitled to be indemnified under this Bylaw or otherwise.  Notwithstanding
the foregoing, unless otherwise determined pursuant to Section 4 of this
Bylaw, no advance shall be made by the corporation if a determination is
reasonably and promptly made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to the
proceeding, or (ii) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, that the facts known to the decision-making
party at the time such determination is made demonstrate clearly and
convincingly that such person acted in bad faith or in a manner that such
person did not believe to be in or not opposed to the best interests of the
corporation.  Section 5.               Enforcement.  Without the necessity of entering into an
express contract, all rights to indemnification and advances to directors and
officers under this Bylaw shall be deemed to be contractual rights and be
effective to the same extent and as if provided for in a contract between the
corporation and the director or officer. 
Any right to indemnification or advances granted by this Bylaw to a
director or officer shall be enforceable by or on behalf of the person holding
such right in any court of competent jurisdiction if (i) the claim for
indemnification or advances is denied, in whole or in part, or (ii) no
disposition of such claim is made within ninety (90) days of request
therefor.  The claimant in such
enforcement action, if successful in whole or in part, shall be entitled to be
paid also the expense of prosecuting his or her claim.  The corporation shall be entitled to raise as
a defense to any such action that the claimant has not met the standards of
conduct that make it permissible under the Delaware General Corporation Law for
the corporation to indemnify the claimant for the amount claimed.  Neither the failure of the corporation
(including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the
corporation (including its Board of Directors, independent legal counsel or its
stock-holders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.  14


Section 6.               Non-Exclusivity
of Rights.  The rights conferred on
any person by this Bylaw shall not be exclusive of any other right which such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, as amended from time to time, Bylaws, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
office.  The corporation is specifically
authorized to enter into individual contracts with any or all of its directors,
officers, employees or agents respecting indemnification and advances, to the
fullest extent not prohibited by the Delaware General Corporation Law.  Section 7.               Survival
of Rights.  The rights conferred on
any person by this Bylaw shall continue as to a person who has ceased to be a
director, officer, employee or other agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.  Section 8.               Insurance.  To the fullest extent permitted by the
Delaware General Corporation Law, the corporation, upon approval by the Board
of Directors, may purchase insurance on behalf of any person required or
permitted to be indemnified pursuant to this Bylaw.  Section 9.               Amendments.  Any repeal or modification of this Bylaw
shall only be prospective and shall not affect the rights under this Bylaw in
effect at the time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding against any agent of the corporation.  Section 10.             Saving
Clause.  If this Bylaw or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify each director
and officer to the full extent not prohibited by any applicable portion of this
Bylaw that shall not have been invalidated, or by any other applicable law.  Section 11.             Certain
Definitions.  For the purposes of
this Bylaw, the following definitions shall apply:  (a)          The term proceeding shall be broadly construed and shall
include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of the testimony
in, any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative.  (b)          The term expenses shall be broadly construed and shall
include, without limitation, court costs, attorneys fees, witness fees, fines,
amounts paid in settlement or judgment and any other costs and expenses of any
nature or kind incurred in connection with any proceeding.  (c)          The term the corporation shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or  15


agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Bylaw with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.  (d)          References to a director, officer, employee, or agent
of the corporation shall include, without limitation, situations where such
person is serving at the request of the corporation as a director, officer,
employee, trustee or agent of another corporation, partnership, joint venture,
trust or other enterprise.  (e)          References to other enterprises shall include employee
benefit plans; references to fines shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references to serving
at the request of the corporation shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner not opposed to the best interests of
the corporation as referred to in this Bylaw.  ARTICLE VIII  GENERAL PROVISIONS  Section 1.               Declaration
of Dividends.  Dividends upon the
capital stock of the corporation, subject to the provisions of the Certificate
of Incorporation, as amended from time to time, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property,
or in shares of the capital stock, subject to the provisions of the Certificate
of Incorporation, as amended from time to time.  Section 2.               Dividend
Reserve.  Before payment of any
dividend, there may be set aside out of any funds of the corporation available
for dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purposes as the directors shall
think conducive to the interest of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.  Section 3.               Execution
of Corporate Instruments.  All checks
or demands for money and notes of the corporation shall be signed by such
officer or officers or such other person or persons as the Board of Directors
may from time to time designate.  Section 4.               Fiscal
Year.  The fiscal year of the
corporation shall be fixed by resolution of the Board of Directors.  Section 5.               Corporate
Seal.  The corporation may have a
corporate seal which shall have the name of the corporation inscribed thereon
and shall be in such form as may be approved  16


from
time to time by the Board of Directors. 
The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.  Section 6.               Severability.  Any determination that any provision of these
Bylaws is for any reason inapplicable, illegal or ineffective shall not affect
or invalidate any other provision of these Bylaws.  Section 7.               Time
Periods.  In applying any provision
of these Bylaws which require that an act be done or not done a specified
number of days prior to an event or that an act be done during a period of a
specified number of days prior to an event, calendar days shall be used, the
day of the doing of the act shall be excluded, and the day of the event shall
be included.  Section 8.               Facsimile
Signatures.  In addition to the
provisions for use of facsimile signatures elsewhere specifically authorized in
these Bylaws, facsimile signatures of any officer or officers of the
corporation may be used whenever and as authorized by the Board of Directors or
a committee thereof.  ARTICLE IX  AMENDMENTS  Section 1.               By the Stockholders.  (a)          Except as otherwise set forth in Section 9 of Article VII
of these Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by
the affirmative vote of a majority of the voting power of all of the
then-outstanding shares of capital stock of the corporation entitled to vote
generally in the election of directors (the Voting Stock).  (b)          Notwithstanding any other provisions of these Bylaws or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the Voting Stock required by law, the Certificate of Incorporation,
as amended from time to time, or any Preferred Stock Designation (as the term
is defined in the Certificate of Incorporation, as amended), the affirmative
vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of
the voting power of all of the then-outstanding shares of the Voting Stock,
voting together as a single class, shall be required to alter, amend or repeal this
paragraph (b) or Section 2, Section 6 or Section 11 of Article II
or Section 1, Section 2 or Section 14 of Article III of
these Bylaws.  Section 2.               By the Board of Directors.  (a)          Except as otherwise set forth in Section 9 of Article VII
of these Bylaws, and only if such power is conferred upon the Board of
Directors by the Certificate of Incorporation, as amended from time to time,
the Bylaws may be altered or amended or new Bylaws adopted by the affirmative
vote of a majority of the Board of Directors unless a greater or different vote
is required pursuant to the provisions of the Bylaws, the Certificate of
Incorporation or any applicable provision of law.  17


(b)           Notwithstanding
any other provisions of these Bylaws or any provision of law which might
otherwise permit a lesser vote or no vote, but in addition to any affirmative
vote of the holders of any particular class or series of the Voting Stock
required by law, the Certificate of Incorporation, as amended from time to
time, or any Preferred Stock Designation (as the term is defined in the
Certificate of Incorporation, as amended from time to time), the affirmative
vote of at least sixty-six and two-thirds percent (66-2/3%) of the directors,
shall be required to alter, amend or repeal this paragraph (b) or Section 2,
Section 6 or Section 11 of Article II or Section 1, Section 2
or Section 14 of Article III of these Bylaws.  18


CERTIFICATE OF SECRETARY  The
undersigned, being the Secretary of DTS, Inc., a Delaware corporation,
does hereby certify the foregoing to be the Restated Bylaws of said
corporation, as adopted by the requisite vote or votes of the stockholders and
directors of the corporation and which remain in full force and effect as of
the date hereof.  Executed
at Agoura Hills, California effective as of January 7, 2008.   /s/
  Blake WelcherBlake Welcher,
  Secretary