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                                                                     EXHIBIT 3.3

                           CERTIFICATE OF DESIGNATION
                                       OF
               SERIES B 10% REDEEMABLE CONVERTIBLE PREFERRED STOCK
                                       OF
                      SPATIALIZER AUDIO LABORATORIES, INC.


        Pursuant to Section 151 of the General Corporation Law ("GCL") of the
State of Delaware, and the Bylaws of SPATIALIZER AUDIO LABORATORIES, INC., a
Delaware corporation (the "Company"), we the undersigned, being President and
Secretary, respectively, DO HEREBY CERTIFY, that the following resolution was
duly adopted by the Board of Directors on December 24, 1999:

        RESOLVED, that pursuant to the authority conferred upon the Board of
Directors by the Company's Certificate of Incorporation and Bylaws, the Board of
Directors hereby provides for the issuance of a series of Preferred Stock of the
Company consisting of 150,000 authorized shares which shall have the voting
powers, designations, preferences and relative participating, optional or other
rights, if any, and the qualifications, limitations, or restrictions, set forth
in such Certificate of Incorporation, and in addition thereto, the following:

        Section 1. Designation and Amount. The series of Preferred Stock hereby
created shall be designated as the "Series B Preferred Stock", shall have a par
value of $0.01 per share and the number of shares constituting the Series B
Preferred Stock shall be 150,000 shares. The Series B Preferred Stock shall have
a stated value of US$10.00 per share, with a 10% per annum dividend as set forth
herein.

        Section 2. Rank. The Series B Preferred Stock shall rank: (i) prior to
all of the Company's Common Stock, par value $0.01 per share ("Common Stock"),
(ii) prior to any class or series of capital stock of the Company hereafter
created (unless such future class specifically, by its terms, ranks on parity
with the Series B Preferred Stock), and (iii) junior to any class or series of
capital stock of the Company created before the date hereof (including without
limitation the Series A Preferred Stock of the Company), in each case as to
distributions of assets upon liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary (all such distributions being referred
to collectively as "Distributions").

        Section 3. Dividends. The Series B Preferred Stock will bear a 10% per
annum cumulative dividend, payable out of assets legally available therefor, at
the "Conversion Date" (as defined below) in cash or Common Stock at the
"Conversion Price" (as defined below), at the Company's option. No dividends
shall be paid on the Common Stock or any stock issued pursuant to Section 9
prior to the payment of dividends on Series B Preferred Stock.

        Section 4. Sinking Funding. No provisions shall be made for any sinking
fund.


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        Section 5. Liquidation Preference.

               (a) In the event of any liquidation, dissolution or winding up of
the Company, either voluntary or involuntary, the holders of Series B Preferred
Stock shall be entitled to receive an amount per share equal to the sum of (i)
US$10.00 for each outstanding share of Series B Preferred Stock, plus (ii) an
amount equal to all accrued and unpaid dividends which shall accrue through the
Conversion Date (the "Liquidation Preference"). If upon the occurrence of such
event, the assets and funds available to be distributed among the holders of the
Series B Preferred Stock shall be insufficient to permit the payment to such
holders of the full preferential amounts due to such holders, then the entire
assets and funds of the Company legally available for distribution shall be
distributed among the holders of the Series B Preferred Stock on a pro rata
basis.

               (b) Notwithstanding anything set forth above, holders of Series B
Preferred Stock shall not be entitled to receive more than the Liquidation
Preference in the event of any corporate reorganizations or any other
transaction (or series of related transactions) that results in the transfer of
more than fifty percent (50%) of the outstanding voting power of the Company,
and such transactions shall not constitute a liquidation, dissolution, or
winding up of the Company if the successor assumes that obligations of the
Company with respect to the Series B Preferred Stock. A sale, conveyance, or
other disposition of all or substantially all of the Company's assets, shall
constitute a liquidation, dissolution or winding up within the meaning of this
paragraph and shall entitle the holders of the Series B Preferred Stock to the
Liquidation Preference, to the extent available above. The purchase or
redemption by the Company of stock of any class, in any number permitted by law,
for the purpose of this paragraph, shall not be regarded as a liquidation,
dissolution or winding up of the Company.

        Section 6. Conversion. The record holders of this Series B Preferred
Stock shall have conversion rights as follows (the "Conversion Rights").

               (a) Right to Convert.

                      (1) The holders may not convert shares of Series B
Preferred Stock until December 29, 2000. On or after December 29, 2000, the
holders shall have the right, subject to Section 6(a)(2) below, to convert, in
whole or in part, shares of Series B Preferred Stock into shares of Common Stock
based on the conversion price per share defined below (the "Conversion Price").
The number of shares of Common Stock to be issued to the holder upon conversion
shall be determined by (i) multiplying the number of shares of Series B
Preferred Stock to be converted by US$10.00, and (ii) dividing this product by
the Conversion Price, provided, however, that the Company shall not issue to any
holder a fraction of a share of Common Stock and shall instead round the number
of shares of Common Stock issued up to the next whole share of Common Stock.

                      (2) Upon an election by a holder to convert shares of
Series B Preferred Stock into shares of Common Stock, the Company shall have the
right to pay cash to such holder in lieu of issuing shares of Common Stock. If
the Company elects to pay cash rather than issuing shares of Common Stock, the
Company shall pay to the


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holder US$10.00 for each share of Series B Preferred Stock that such holder had
elected to convert to shares of Common Stock. The holder shall surrender the
shares of Series B Preferred Stock to the Company for cancellation.

                      (3) The "Conversion Price" shall be determined on the
Conversion Date, and shall equal Ninety percent (90%) of the average of the
closing bid prices of Common Stock for the ten (10) consecutive trading days
ending on the trading day immediately preceding the Conversion Date, provided,
however, that the Conversion Price shall under no circumstances: (i) be lower
than the average of the closing bid prices of Common Stock for the ten (10)
consecutive trading days ending one (1) trading day prior to December 29, 1999
(the "Floor Price"); or (ii) be higher than 200% of the Floor Price (the
"Ceiling Price"). The "closing bid price" shall mean the last bid price for
Common Stock on the OTC Bulletin Board, as reported by any authoritative source
acceptable to the Company.

                      (4) In the event of any stock split, reverse stock split,
stock dividend, reclassification or similar event affecting the Common Stock
(each an "Adjustment Transaction"), then both the Floor Price and the Ceiling
Price shall be adjusted by multiplying them by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding immediately
prior to such Adjustment Transaction, and the denominator of which shall be the
number of shares of Common Stock outstanding immediately after such Adjustment
Transaction.

               (b) Mechanics of Conversion. Conversion of the Series B Preferred
Stock to Common Stock may be exercised by holder telecopying an executed and
completed notice of conversion ("Notice of Conversion") to the Company, and
delivering the original Notice of Conversion and the certificate representing
the shares of Series B Preferred Stock to the Company by hand or by overnight
courier within three (3) business days of exercise. Each date on which a Notice
of Conversion is telecopied to and received by the Company in accordance with
the provisions hereof shall be deemed a "Conversion Date". The Company will
transmit the certificates representing the Common Stock issuable upon conversion
of all or any part of the shares of Series B Preferred Stock (together with any
certificates for replacement shares of Series B Preferred Stock not previously
converted but included in the original certificate presented for conversion) to
the holder via overnight courier within three (3) business days after the
Company has received the original Notice of Conversion and certificate for the
shares of Series B Preferred Stock being so converted. The Notice of Conversion
and certificate representing the portion of the shares of Series B Preferred
Stock converted shall be delivered as follows:

               To the Company:    Spatializer Audio Laboratories, Inc.
                                  20700 Ventura Blvd., Suite 140
                                  Woodland Hills, CA 91364-2357
                                  Attention:    Henry Mandell
                                  Telephone:    (818) 227-3370
                                  Facsimile:    (818) 227-9751

or to such other person at such other place as the Company shall designate to
the holder in writing.


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               (c) Lost or Stolen Certificates. Upon receipt by the Company of
evidence of the loss, theft, destruction or mutilation of any certificates
representing shares of Series B Preferred Stock, and (in the case of loss, theft
or destruction) of indemnity or security reasonably satisfactory to the Company,
and upon surrender and cancellation of the certificate(s), if mutilated, the
Company shall execute and deliver new certificate(s) of like tenor and date.
However, the Company shall not be obligated to re-issue such lost or stolen
certificates if holder contemporaneously requests the Company to convert such
Series B Preferred Stock into Common Stock.

               (d) Mandatory Conversion. The Series B Preferred Stock is subject
to mandatory conversion after three (3) years from the Closing Date, at which
time all shares of Series B Preferred Stock will automatically be converted upon
the terms set forth in Section 6(a) at the Conversion Price in effect at such
time. Mandatory conversion shall not occur in the event of the occurrence of one
or both of the following at the time of such mandatory conversion: (x) the
Company is unable, or admits in writing its inability, to pay its debts, or is
not paying its debts generally as they come due, or has made any assignment for
the benefit of creditors; or (y) the Company has commenced, or there has been
commenced against the Company, any case, proceeding, or other action seeking to
have an order for relief entered with respect to the Company, or to adjudicate
the Company as a bankrupt or insolvent.

               (e) Reservation of Stock Issuable upon Conversion. As of the date
hereof, the Company may not be able to reserve from its authorized but unissued
shares of Common Stock a sufficient number of shares of Common Stock to permit
the conversion in full of all shares of Series B Preferred Stock. The Company is
currently organizing a stockholder meeting to increase the number of authorized
shares of Common Stock of the Company, and has filed with the SEC prior to the
date hereof a preliminary proxy statement in connection with such stockholder
meeting. After such time as the Company has increased the number of authorized
shares of Common Stock, it shall at all times thereafter reserve and keep
available out of its authorized but unissued shares of Common Stock, such number
of its shares of Common Stock as shall from time to time be sufficient to effect
the conversion of all then outstanding shares of Series B Preferred Stock at the
Floor Price.

               (f) Conversion Adjustments.

                      (1) Adjustment Due to Merger, Consolidation, Etc. If,
prior to the conversion of all Series B Preferred Stock, there shall be any
merger, consolidation, exchange of shares, recapitalization, reorganization, or
other similar event, as a result of which shares of Common Stock of the Company
shall be changed into the same or a different number of shares of another class
or classes of stock or securities of the Company or another entity, or other
property, then each holder of Series B Preferred Stock shall, upon being given
at least ten (10) business days advance written notice of such transaction,
thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified herein and in lieu of the shares of Common Stock
immediately theretofore issuable upon conversion, such shares of stock and/or
securities or other property as would have been issuable or payable with respect
to or in


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exchange for the number of shares of Common Stock purchasable and receivable
upon the conversion of Series B Preferred Stock held by such holder immediately
prior to the merger, consolidation, exchange of shares, recapitalization or
reorganization. Appropriate provisions shall be made with respect to the rights
and interests of the holders of the Series B Preferred Stock to the end that the
provisions hereof shall thereafter be applicable, as nearly as may be
practicable in relation to any shares of stock or securities thereafter
deliverable upon the conversion thereof. The Company shall not effect any
transaction described in this subsection unless (1) each holder of Series B
Preferred Stock has been given at least ten (10) business days advance written
notice of such transaction, and (2) the resulting successor or acquiring entity
(if not the Company) assumes by written instrument the obligation to deliver to
the holders of the Series B Preferred Stock such shares of stock and/or
securities or other property as the holders of the Series B Preferred Stock
would be entitled to receive pursuant to this Section 6(f).

                      (2) No Fractional Shares. If any adjustment under this
Section would create a fractional share, or a right to acquire a fractional
share, of any security, such fractional share shall be disregarded and the
number of shares of such security issuable upon conversion shall be the next
higher number of shares.

        Section 7. Voting Rights. The holders of the Series B Preferred Stock
shall have no voting power whatsoever, except with respect to any amendment to
the Company's Certificate of Incorporation which would have an adverse effect on
the Series B Preferred Stock or as otherwise provided by the Delaware
Corporation Laws.

        Section 8. Status of Converted Stock. In the event any shares of Series
B Preferred Stock shall be converted pursuant to Section 6 hereof, or if the
Company has elected to pay cash to such holder pursuant to Section 6(a)(2) in
lieu of issuing shares of Common Stock, the shares of Series B Preferred Stock
so converted (or for which cash was paid in lieu of conversion) shall be
cancelled, shall return to the status of authorized but unissued Preferred Stock
of no designated series, and shall not be issuable by the Company as Series B
Preferred Stock.

        Section 9. Preference Rights. Nothing contained herein shall be
construed to prevent the Board of Directors of the Company from issuing one or
more series of Preferred Stock with dividend and/or liquidation preferences
junior to the dividend and liquidation preferences of the Series B Preferred
Stock.

        Section 10. Restrictions on Trading. Each holder of Series B Preferred
Stock shall agree that, during the ten (10) trading days immediately preceding
the Conversion Date, it shall not, whether directly or indirectly: (i) buy or
sell, or make or accept any offer to buy or sell, any shares of capital stock of
the Company; or (ii) buy or sell, or make or accept any offer to buy or sell,
any derivative security based on or relating to any capital stock of the Company
(including without limitation options to buy or sell shares of capital stock of
the Company). Each holder of Series B Preferred Stock shall also agree not to
engage in any short sales of any shares of capital stock of the Company for so
long as any of its shares of Series B Preferred Stock remain issued and
outstanding. No holder of Series B Preferred Stock shall be entitled to convert
its Series B Preferred


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Stock into Common Stock until ten (10) consecutive trading days have elapsed
during which such holder has not engaged in any of the transactions prohibited
by this Section 10.

                  [Remainder of Page Intentionally Left Blank]


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        IN WITNESS THEREOF, the Company has caused the undersigned to sign this
Certificate of Designation this 24th day of December, 1999.


                                 SPATIALIZER AUDIO LABORATORIES, INC.



                                 By:  /S/  Henry R. Mandell
                                    -------------------------------------
                                 Name:  Henry R. Mandell
                                 Title: Interim Chief Executive Officer
Attest:




By:  /S/  Henry R. Mandell
   ---------------------------
Name:   Henry R. Mandell
Title:  Secretary