Exhibit
14  SRS LABS, INC.CODE OF BUSINESS CONDUCT AND ETHICS  Introduction  Set forth herein is the Code of Business Conduct and
Ethics adopted by SRS Labs, Inc.  This
Code summarizes basic guiding principles and standards of conduct to guide all
employees, directors and officers of the Company in our goal to achieve the
highest business and personal ethical standards as well as compliance with the
laws and regulations that apply to our business.  This Code covers a wide range of business practices and procedures,
but it does not address every applicable law or respond to every question or
concern that may arise.  All of our
employees, directors and officers must conduct themselves accordingly in every
aspect of our business and seek to avoid even the appearance of improper
behavior.  Our standard has been, and
will continue to be, to advance the highest standards of ethical conduct.  We expect the Companys agents, consultants,
contractors, suppliers and representatives to be guided by the principles and standards
set forth in this Code.  This Code does not supercede, change or alter the
existing Company policies and procedures already in place as stated in the
Human Resources Manual and various other manuals of the Company.  If employees have questions regarding any of
the goals, principles, or standards discussed or policies or procedures
referred to in this Code or are in doubt about the best course of action to
take in a particular situation, the employee should contact the Legal
Department or follow the procedures set forth in Section 14 of this Code.  Every director, officer and employee has a duty to
adhere to this Code and those who violate the standards in this Code will be
subject to disciplinary action.  If you
are in a situation which you believe may violate or lead to a violation of this
Code, follow the guidelines described in Section 14 of this Code.  1.Compliance with
Laws, Rules and Regulations  Obeying the law, both in letter and in spirit, is the
foundation on which this Companys ethical standards are built.  All employees, directors and officers must
respect and obey the laws of the cities, states and countries in which we
operate.  Although not all employees are
expected to know the details of these laws, it is important to know enough to
determine when to seek advice from supervisors, managers or other appropriate
personnel.  Compliance with law does not obviate the need to act
with the highest ethical standards.  The Company holds information and training sessions to
promote compliance with laws, rules and regulations, including insider-trading
laws.  2.Conflicts of
Interest  A conflict of interest exists when a persons
private interest interferes in any way with the interests of the Company.  A conflict situation can arise when an employee,
officer or director takes actions or has interests that may make it difficult
to perform his or her Company work objectively and effectively.  Conflicts of interest may also arise when an
employee, officer or director, or members of his or her family, receives
improper personal benefits as a result of his or her position in the
Company.  Loans to, or guarantees of
obligations of, employees, officers, directors and their family members may
create conflicts of interest.  1 
   It is almost always a conflict of interest for a
Company employee, director or officer to work simultaneously for a competitor,
customer or supplier.  You are not
allowed to work for a competitor as a consultant or board member.  The best policy is to avoid any direct or
indirect business connection with our customers, suppliers or competitors,
except on our behalf.  Conflicts of interest are prohibited as a matter of
Company policy, except under guidelines approved by the Board of Directors.  Conflicts of interest may not always be
clear-cut, if questions arise, you should consult with the Legal
Department.  The Chief Executive Officer
and directors must report any such circumstance to and obtain approval from the
Audit Committee.  Any employee, officer or director who becomes aware of
a conflict or a potential conflict should bring it to the attention of a
supervisor, manager or other appropriate personnel or consult the procedures
described in Section 14 of this Code.  3.Insider Trading  Employees, officers and directors who have access to
confidential information are not permitted to use or share that information for
stock trading purposes or for any other purpose except the conduct of our
business.  All non-public information
about the Company should be considered confidential information.  To use non-public information for personal
financial benefit or to tip others who might make an investment decision on
the basis of this information is not only unethical but also illegal.  Refer to the Companys Insider Trading
Policy for more information regarding the Companys policies and procedures
with respect to trading in the Companys securities.  If you have any questions, please consult the Legal Department.  This guidance also applies to the trading in
securities of other companies for which you receive information in the course
of your employment with the Company.  4.Corporate
Opportunities  Employees, officers and directors are prohibited from
taking for themselves personally opportunities that are discovered through the
use of corporate property, information or position without the consent of the
Board of Directors.  No employee,
officer or director may use corporate property, information, or position for
improper personal gain, and no employee may compete with the Company directly
or indirectly.  Employees, officers and
directors owe a duty to the Company to advance its legitimate interest when the
opportunity to do so arises.  5.Competition and
Fair Dealing  We seek to outperform our competition fairly and
honestly.  We seek competitive
advantages through superior performance, never through unethical or illegal
business practices.  Stealing
proprietary information, possessing trade secret information that was obtained
without the owners consent, or inducing such disclosures by past or present
employees of other companies is prohibited. 
Each employee, director and officer should endeavor to respect the
rights of and deal fairly with the Companys customers, suppliers, competitors
and employees.  No employee, director or
officer should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other intentional unfair-dealing practice.  2 
   The purpose of business entertainment and gifts in a
commercial setting is to create good will and sound working relationships, not
to gain unfair advantage with customers. 
No gift or entertainment should ever be offered, given, provided or
accepted by any Company employee, officer, director, family member of any of
the foregoing or agent unless it:    is
not a cash gift,    is
consistent with customary business practices,    is
not excessive in value,    cannot
be construed as a bribe or payoff and    does
not violate any laws or regulations.  Please discuss with your supervisor any gifts or
proposed gifts which you are not certain are appropriate.  6.Discrimination
and Harassment  The diversity of the Companys employees is a
tremendous asset.  We are firmly
committed to providing equal opportunity in all aspects of employment and will
not tolerate any illegal discrimination or harassment of any kind  especially
involving race, color, religion, gender, age, national origin, disability and
veteran or marital status.  Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances.  All of our employees deserve a work environment where
they will be respected and we are committed to providing an environment that
supports honesty, integrity, respect, trust and responsibility.  All of our employees should contribute to
the creation and maintenance of such an environment and our executive officers
and management and supervisory personnel should take a leadership role in
achieving a work environment that meets our diversity standards and is free
from the fear of retribution.  7.Health and Safety  The Company strives to provide each employee with a
safe and healthful work environment. 
Each employee has a responsibility for maintaining a safe and healthy
workplace for all employees by following safety and health rules and practices
and reporting accidents, injuries and unsafe equipment, practices or
conditions.  Violence and threatening behavior are not
permitted.  Employees should report to
work in condition to perform their duties, free from the influence of illegal
drugs or alcohol.  The use of illegal
drugs in the workplace will not be tolerated.  8.Record-Keeping  The Company requires honest and accurate recording and
reporting of information in order to make responsible business decisions.  Many employees, officers and directors regularly use
business expense accounts, which must be documented and recorded
accurately.  No one should rationalize
or even consider misrepresenting facts or falsifying records.  If you are not sure whether a certain
expense is legitimate, ask your supervisor or the Legal Department.  3 
   All of the Companys books, records, accounts and
financial statements must be maintained in reasonable detail, must
appropriately reflect the Companys transactions and must conform both to
applicable legal requirements and to the Companys system of internal controls
and generally accepted accounting practices and principles.  Unrecorded or off the books funds or
assets should not be maintained unless permitted by applicable law or
regulation.  Business records and communications often become
public, and we should avoid exaggeration, derogatory remarks, guesswork, or
inappropriate characterizations of people and companies that can be
misunderstood.  This applies equally to
e-mail, internal memos, and formal reports. 
Records should always be retained or destroyed according to the
Companys record retention policies.  In
accordance with those policies, in the event of litigation or governmental
investigation please consult the Legal Department.  9.Confidentiality  Employees, directors and officers must maintain the confidentiality
of confidential information entrusted to them by the Company or its customers,
except when disclosure is authorized by the Legal Department or required by
laws or regulations.  Confidential
information includes all non-public information that might be of use to
competitors, or harmful to the Company or its customers, if disclosed.  It also includes information that suppliers
and customers have entrusted to us.  The
obligation to preserve confidential information continues even after employment
ends.  10.Protection and
Proper Use of Company Assets  All employees, directors and officers should endeavor
to protect the Companys property, electronic communications systems,
information resources, facilities and equipment and ensure their efficient
use.  Theft, carelessness, and waste
have a direct impact on the Companys profitability.  Any suspected incident of fraud or theft should be immediately
reported for investigation pursuant to Section 14 of this Code.  Company assets should not be used for
non-Company business, although we recognize that incidental personal use may be
permitted without adversely affecting the interests of the Company.  Personal use of company assets must always
be in accordance with Company policy. 
You should consult your supervisor for appropriate guidance and
permission.  The obligation of employees, directors and officers to
protect the Companys assets includes its proprietary information.  Proprietary information includes
intellectual property such as trade secrets, patents, trademarks and
copyrights, as well as business, marketing and service plans, engineering and
manufacturing ideas, designs, databases, records, salary information and any
unpublished financial data and reports. 
Unauthorized use or distribution of this information would violate
Company policy.  It could also be
illegal and result in civil or even criminal penalties.  11.Payments to
Government Personnel  The U.S. Foreign Corrupt Practices Act prohibits
giving anything of value, directly or indirectly, to officials of foreign
governments or foreign political candidates in order to obtain or retain
business.  It is strictly prohibited to
make illegal payments to government officials of any country.  In addition, the U.S. government has a number of laws
and regulations regarding business gratuities which may be accepted by U.S.
government personnel.  The promise,
offer or delivery to an official or employee of the U.S. government of a gift,
favor or other gratuity in violation of these rules would not only violate
Company policy but could also  4 
   be a criminal offense.  State and local governments, as well as foreign governments, may
have similar rules.  Our Legal
Department can provide guidance to you in this area.  12.Waivers of the Code
of Business Conduct and Ethics  Any waiver of this Code for executive officers or
directors may be made only by the Board or a Board committee and will be
promptly disclosed as required by law or stock exchange regulation.  13.Reporting any
Illegal or Unethical Behavior  Employees, directors and officers are encouraged to
talk to supervisors, managers or other appropriate personnel about observed or
suspected illegal or unethical behavior and when in doubt about the best course
of action in a particular situation.  It
is the policy of the Company not to allow retaliation for reports of misconduct
by others made in good faith by employees. 
Employees, directors and officers are expected to cooperate in internal
investigations of misconduct.  14.Compliance
Procedures  We must all work to ensure prompt and consistent
action against violations of this Code. 
However, in some situations it is difficult to know right from
wrong.  Since we cannot anticipate every
situation that will arise, it is important that we have a way to approach a new
question or problem.  These are the
steps to keep in mind:  (a)           Make sure you have all the
facts.  In order to reach the right
solutions, we must be as fully informed as possible.  (b)           Ask yourself:  What specifically am I being asked to
do?  Does it seem unethical or
improper?  This will enable you to focus
on the specific question you are faced with, and the alternatives you
have.  Use your judgment and common
sense; if something seems unethical or improper, it probably is.  (c)           Clarify your responsibility and
role.  In most situations, there is
shared responsibility.  Are your
colleagues informed?  It may help to get
others involved and discuss the problem.  (d)           Discuss the problem with your
supervisor.  This is the basic guidance
for all situations.  In many cases, your
supervisor will be more knowledgeable about the question, and will appreciate
being brought into the decision-making process.  Remember that it is your supervisors responsibility to help
solve problems.  (e)           Seek help from Company
resources.  In the case where it may not
be appropriate to discuss an issue with your supervisor, or where you do not
feel comfortable approaching your supervisor with your question, discuss it
locally with your office manager or your Human Resources manager.  If that also is not appropriate, contact the
Corporations Legal Department.  If you
prefer to write anonymously, address your concerns to:  Legal Department/Ethics Compliance Services.  (f)            You may report ethical violations in
confidence and without fear of retaliation. 
If your situation requires that your identity be kept secret, your
anonymity will be protected.  The
Company does not permit retaliation of any kind against employees for good faith
reports of ethical violations.  (g)           Always ask first, act later:  If you are unsure of what to do in any
situation, seek guidance before you act.  5