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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A(Amendment No. 1)

|(Mark One)                                               |                                                                                         
|-------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                        | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2002             
|or                                                      
|o                                                        | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                        to

Commission File Number: 0-21123

SRS LABS, INC.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)                               |  | 33-0714264(I.R.S. Employer
Identification No.)
|---------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|2909 Daimler Street, Santa Ana, California 92705(Address of principal executive offices) (Zip Code) 
|(949) 442-1070(Registrant's telephone number, including area code)                                  
|Securities registered pursuant to Section 12(b) of the Act:None                                     
|Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.001 Per Share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes o    No ý

The
aggregate market value of the registrant's voting Common Stock held by non-affiliates of the registrant was approximately $31,918,735 (computed using the closing price of
$2.49 per share of Common Stock on June 28, 2002, as reported by the Nasdaq Stock Market).

As
of March 21, 2003, 13,213,498 shares of the registrant's Common Stock, par value $0.001 per share, were outstanding. Of that amount, 225,300 shares were held as
treasury shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions
of the registrant's Proxy Statement prepared in connection with the Annual Meeting of Stockholders to be held in 2003 are incorporated by reference in Part III of this
Form 10-K.

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A is being filed solely to correct certain typographical errors in the exhibit list contained in Item 15 of
the Annual Report on Form 10-K of SRS Labs, Inc. (the "Company") for the fiscal year ended December 31, 2002, originally filed on March 31, 2003 (the "Original Filing"). In
accordance with Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, the Company has included in this Amendment No. 1 only Item 15 of Part IV. The
remainder of the information contained in the Original Filing is not amended hereby.

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

| |  |                                                                                                                                      |  | Page*
| |  | ------------------------------------------------------------------------------------------------------------------------------------ |  | -----
| |  | Independent Auditors' ReportBDO Seidman, LLP                                                                                        |  | F-1  
| |  | Independent Auditors' ReportDeloitte & Touche LLP                                                                                   |  | F-2  
| |  | Consolidated Balance Sheets as of December 31, 2002 and 2001                                                                         |  | F-3  
| |  | Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000                                           |  | F-4  
| |  | Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss) for the years ended December 31, 2002, 2001 and 2000 |  | F-5  
| |  | Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000                                           |  | F-6  
| |  | Notes to Consolidated Financial Statements                                                                                           |  | F-7  

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| |  |                                                                                                                 |  | Page*
| |  | --------------------------------------------------------------------------------------------------------------- |  | -----
| |  | Schedule IIValuation and Qualifying Accounts and Reserves for the years ended December 31, 2002, 2001 and 2000 |  | F-25 

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The
financial statement schedule included in Part II, Item 8 herein is filed as part of this Annual Report on Form 10-K. All other schedules are omitted as the
required information is inapplicable or the information is presented in the consolidated financial statements or related notes.



|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                                               
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Certificate of Incorporation of the Company, previously filed with the Commission as Exhibit 3.1 to the Company's Registration Statement on Form SB-2, specifically included in Amendment No. 1 to such Registration
Statement filed with the Commission on July 3, 1996 (File No. 333-4974-LA) (the "Registration Statement Amendment No. 1"), which is incorporated herein by reference.

1

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|3.2                                                                          |  | Bylaws of the Company, previously filed with the Commission as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1999, filed with the Commission on November 12, 1999, which is incorporated herein by
reference.                                                                                                                       
|---------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Material Contracts Relating to Management Compensation Plans or Arrangements
|10.1                                                                         |  | Employment Agreement dated July 1, 1996, between the Company and Thomas C.K. Yuen, previously filed with the Commission as Exhibit 10.8 to the Registration Statement Amendment No. 1, which is incorporated herein by reference.                                                                                                                                                   
|10.2                                                                         |  | Amendment to Employment Agreement dated as of March 14, 1997, between the Company and Thomas C.K. Yuen, previously filed with the Commission as Exhibit 10.2 to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996,
filed with the Commission on March 31, 1997 (the "1996 Annual Report"), which is incorporated herein by reference.          
|10.3                                                                         |  | Employment Agreement dated July 1, 1996, between the Company and Arnold I. Klayman, previously filed with the Commission as Exhibit 10.10 to the Registration Statement Amendment No. 1, which is incorporated herein by reference.                                                                                                                                                 
|10.4                                                                         |  | Amendment to Employment Agreement dated as of March 14, 1997, between the Company and Arnold I. Klayman, previously filed as Exhibit 10.5 to the 1996 Annual Report, which is incorporated herein by reference.                                                                                                                                                                     
|10.5                                                                         |  | Employment Agreement dated July 1, 1996, between the Company and Alan D. Kraemer, previously filed with the Commission as Exhibit 10.11 to the Registration Statement Amendment No. 1, which is incorporated herein by reference.                                                                                                                                                   
|10.6                                                                         |  | SRS Labs, Inc. Incentive Stock Option, Nonqualified Stock Option and Restricted Purchase Plan -1993, as amended and restated, previously filed with the Commission as Exhibit 10.12 to the Company's Registration Statement on Form SB-2 filed with the
Commission on June 3, 1996 (File No. 333-4974-LA) (the "Registration Statement"), which is incorporated herein by reference.
|10.7                                                                         |  | Stock Option Agreement dated January 19, 1994, between the Company and Stephen V. Sedmak, as amended, previously filed with the Commission as Exhibit 10.13 to the Registration Statement, which is incorporated herein by reference.                                                                                                                                               
|10.8                                                                         |  | SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive Plan, as amended, previously filed with the Commission as Appendix A to the Company's Definitive Proxy Statement dated and filed with the Commission on April 26, 2000, which is incorporated
herein by reference.                                                                                                     
|10.9                                                                         |  | SRS Labs, Inc. Amended and Restated 1996 Non-employee Directors Stock Option Plan, as amended, previously filed with the Commission as Appendix B to the Company's Definitive Proxy Statement dated and filed with the Commission on April 30, 2001, which
is incorporated herein by reference.                                                                                     
|10.10                                                                        |  | Annual Incentive Bonus Plan, previously filed with the Commission as Exhibit 10.18 to the Registration Statement Amendment No. 1, which is incorporated herein by reference.                                                                                                                                                                                                        
|10.11                                                                        |  | SRS Labs, Inc. Supplemental Executive Incentive Bonus Plan, previously filed with the Commission as Exhibit 10.14 to the 1996 Annual Report, which is incorporated herein by reference.                                                                                                                                                                                             
|                                                                             |  |                                                                                                                                                                                                                                                                                                                                                                                     

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|10.12                    |  | Form of Indemnification Agreement, previously filed with the Commission as Exhibit 10.20 to the Registration Statement Amendment No. 1, which is incorporated herein by reference.                                                                                                                                                                                                                                
|------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.13                    |  | Employment Agreement dated as of March 2, 1998, by and among the Company, Valence Semiconductor Design Limited, and Choi Yat Ming, previously filed with the Commission as Exhibit 10.17 to the 1997 Annual Report, which is incorporated herein by
reference.                                                                                                                                                    
|10.14                    |  | Employment Agreement dated as of March 2, 1998, by and among the Company, LEC Electronic Components Limited, and Wong Yin Bun, previously filed with the Commission as Exhibit 10.18 to the 1997 Annual Report, which is incorporated herein by
reference.                                                                                                                                                        
|10.15                    |  | Noncompetition Agreement dated as of March 2, 1998, by and among the Company, Cape Spencer International Limited and Wong Yin Bun, previously filed with the Commission as Exhibit 2.6 to the Form 8-K, which is incorporated herein by
reference.                                                                                                                                                                
|10.16                    |  | Noncompetition Agreement dated as of March 2, 1998, by and among the Company, Rayfa (BVI) Limited and Choi Yat Ming, previously filed with the Commission as Exhibit 2.7 to the Form 8-K, which is incorporated herein by reference.                                                                                                                                                                              
|10.17                    |  | Employment Agreement dated August 27, 1999 by and between the Company and James F. Gardner, previously filed with the Commission as Exhibit 10.23 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001, filed with the
Commission on March 29, 2002, which is incorporated herein by reference.                                                                                       
|Other Material Contracts
|10.18                    |  | License Agreement dated as of June 27, 1988, between Hughes Aircraft and Sony Corporation, as amended and assigned to the Company, previously filed with the Commission as Exhibit 10.6 to the Registration Statement Amendment No. 3, which is
incorporated herein by reference.                                                                                                                                 
|10.19                    |  | Industrial Real Estate Lease dated May 30, 1997, between the Company and Daimler Commerce Partners, L.P., previously filed with the Commission as Exhibit 10.1 to the Company's Form 10-QSB for the quarterly period ended June 30, 1997, filed with the
Commission on August 13, 1997, which is incorporated herein by reference.                                                                                
|10.20                    |  | Tenancy Agreement dated September 7, 1998, by and between Hong Kong Industrial Technology Centre Corporation and Valence Semiconductor Design Limited relating to the premises located at Unit 413 on the Fourth Floor of the Hong Kong Industrial
Technology Centre, which is incorporated by reference.                                                                                                         
|10.21                    |  | Tenancy Agreement commencing January 1, 1998, by and between Jugada Company Limited and Valence Semiconductor Design Limited relating to the premises located at Workshops Nos. 1, 2, 3, 4, 5, 6, 7 and 8 on the 19th Floor of APEC Plaza, No. 49 Hoi Yuen
Road, Kwun Tong, Hong Kong, previously filed with the Commission as Exhibit 10.34 to the 1997 Annual Report, which is incorporated herein by reference.
|10.22                    |  | Stock Divestment Agreement dated July 1, 1996, between the Company, Thomas C.K. Yuen, Stephen V. Sedmak and Walter W. Cruttenden III, previously filed with the Commission as Exhibit 10.17 to the Registration Statement Amendment No. 2, which is
incorporated herein by reference.                                                                                                                             
|10.23                    |  | Services Agreement dated July 1, 1996, between the Company and Sierra Digital Productions, Inc., previously filed with the Commission as Exhibit 10.19 to the Registration Statement Amendment No. 1, which is incorporated herein by
reference.                                                                                                                                                                  
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                   

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|10.24 |  | Common Stock Purchase Warrant dated March 8, 2000 granted to Microsoft Corporation by SRS Labs, Inc., previously filed with the Commission as Exhibit 10.2 to the March 2000 10-Q, which is incorporated herein by reference.                                                                               
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.25 |  | Common Stock Purchase Warrant dated March 8, 2000 granted to Microsoft Corporation by SRSWOWcast.com, Inc., previously filed with the Commission as Exhibit 10.3 to the March 2000 10-Q, which is incorporated herein by reference.                                                                         
|10.26 |  | Investor Rights Agreement dated as of September 29, 2000 between SRSWOWcast.com, Inc. and the persons whose names appear on the Signature Page to the Investor Rights Agreement, previously filed with the Commission as Exhibit 10.3 to the September
2000 10-Q, which is incorporated herein by reference.
|21    |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                            
|23.1  |  | Consent of BDO Seidman dated March 31, 2003.                                                                                                                                                                                                                                                               
|23.2  |  | Consent of Deloitte & Touche, LLP dated March 31, 2003.                                                                                                                                                                                                                                                    
|24    |  | Power of attorney (included on page 43 of the Original Filing).                                                                                                                                                                                                                                            
|99.1  |  | Certification of Chief Executive Officer of SRS Labs, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                     
|99.2  |  | Certification of Chief Financial Officer of SRS Labs, Inc., Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                     

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During
the three months ended December 31, 2002, the Company filed the following Current Reports on Form 8-K:

The
Company filed a Form 8-K dated October 21, 2002 (Items 4 & 5) announcing (a) that Deloitte & Touche LLP had resigned its
engagement as the Company's independent auditor, and (b) that Jeffrey I. Scheinrock and Robert Pfannkuch had resigned as directors of the Company.

The
Company filed a Form 8-K dated November 1, 2002 (Item 5) announcing that James F. Gardner had resigned as Vice President, Operations of the Company.

The
Company filed a Form 8-K dated November 18, 2002 (Item 4) announcing the appointment of BDO Seidman, LLP as the Company's new independent public
accountants.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|Dated: April 9, 2003 |  | By: | /s/THOMAS C.K. YUENThomas C.K. Yuen Chairman of the Board
and
Chief Executive Officer
|-------------------- |  | --- | -------------------------------------------------------------------------------------

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CERTIFICATIONS

I,
Thomas C.K. Yuen, certify that:





|Dated: April 9, 2003 |  | By: | /s/THOMAS C.K. YUENThomas C.K. Yuen Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
|-------------------- |  | --- | -------------------------------------------------------------------------------------------------------------------

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I,
Janet M. Biski, certify that:





|Dated: April 9, 2003 |  | By: | /s/JANET M. BISKIJanet M. Biski Chief Financial Officer
(Principal Financial Officer)
|-------------------- |  | --- | -------------------------------------------------------------------------------------

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