**EXHIBIT 31.2**

**CERTIFICATION**

I, Ulrich Gottschling, certify that:

1.                I have reviewedthis annual report on Form 10-K of SRS Labs, Inc.;

2.                Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.                Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

4.                The registrant’sother certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:

a)                Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

c)                Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

d)               Disclosed in thisreport any change in the registrant’s internal control over financial reportingthat occurred during the registrant’s fourth fiscal quarter ended December 31,2005 that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

5.                The registrant’sother certifying officers and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of registrant’s board of directors (or personsperforming the equivalent functions):

a)                All significantdeficiencies and material weaknesses in the design or operation of internalcontrols over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information;

b)               Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal controls over financialreporting.

| Dated: March 23, 2006 |     | By:      |   | /s/ ULRICH GOTTSCHLING                                    |
|----------------------------|----------|----------|--------|-----------------------------------------------------------|
|                       |     |     |   | Ulrich  Gottschling                                       |
|                       | * * | * * |   | *Chief  Financial Officer  (Principal Financial Officer)* |

 

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