<PAGE>   1
   As filed with the Securities and Exchange Commission on September 16, 1998

                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

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

          Delaware                                      33-0714264
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

2909 Daimler Street, Santa Ana, California                92705
 (Address of Principal Executive Offices)               (Zip Code)

                              --------------------

                                 SRS LABS, INC.
                              AMENDED AND RESTATED
                         1996 LONG-TERM INCENTIVE PLAN,
                                   AS AMENDED
                            (Full title of the plan)

                              --------------------

                                 Janet M. Biski
        Vice President, Chief Financial Officer, Treasurer and Secretary
                                 SRS Labs, Inc.
                               2909 Daimler Street
                           Santa Ana, California 92705
                     (Name and address of agent for service)


                                 (949) 442-1070
          (Telephone number, including area code, of agent for service)


                        Copies of all communications to:
                           John F. Della Grotta, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                                Seventeenth Floor
                              695 Town Center Drive
                        Costa Mesa, California 92626-1924
                                 (714) 668-6200

                              --------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
                                                         Proposed maximum      Proposed maximum
   Title of securities             Amount to be           offering price          aggregate               Amount of
    to be registered                registered             per share(1)        offering price(1)       registration fee
--------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                       <C>                    <C>                    <C>
Common Stock, $.001 par value    2,500,000 shares(2)         $4.875              $12,187,500                $3,596
==========================================================================================================================
</TABLE>

         (1) In accordance with Rule 457(h)(1), the price of the securities has
been estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee, and the price listed is the average of the high and low prices
of the Registrant's Common Stock as reported on the NASDAQ National Market on
September 11, 1998 (a date within 5 business days prior to the date of filing
this Registration Statement).

         (2) As presently constituted, plus such indeterminate number of shares
as may become subject to the SRS Labs, Inc. Amended and Restated 1996 Long-Term
Incentive Plan, as amended, as a result of adjustment provisions set forth in
such Plan and agreements entered into pursuant thereto.

================================================================================


<PAGE>   2

                     STATEMENT UNDER GENERAL INSTRUCTION E.
                      REGISTRATION OF ADDITIONAL SECURITIES

         The shares covered by this Registration Statement represent additional
shares of the Registrant's Common Stock that have become available for issuance
under the SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive Plan (the
"Incentive Plan") as a result of an amendment increasing the number of shares
authorized for issuance thereunder from 2,000,000 to 4,500,000, which amendment,
among other things, is reflected in the SRS Labs, Inc. Amended and Restated 1996
Long-Term Incentive Plan, as amended (the "Amended Incentive Plan"), which is
included as Exhibit 4.1 hereto. The Amended Incentive Plan supersedes the
Incentive Plan. Unless otherwise noted herein, the contents of the Registrant's
Form S-8 Registration Statement (File No. 333-29153) relating to the Amended
Incentive Plan are incorporated by reference into this Registration Statement.


                                     PART II

ITEM 8.    EXHIBITS.

  4.1      SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive Plan, as
           amended, previously filed as Appendix A to the definitive Proxy
           Statement dated April 30, 1998 of SRS Labs, Inc., a Delaware
           corporation (the "Company"), filed with the U.S. Securities and
           Exchange Commission (the "Commission") on April 30, 1998, which is
           incorporated herein by reference.

  4.2      Certificate of Incorporation of the Company, certified by the
           Delaware Secretary of State on June 27, 1996, previously filed with
           the Commission as Exhibit 3.1 to the Company's Registration Statement
           on Form SB-2, Registration No. 333-4974-LA (the "Registration
           Statement"), which is incorporated herein by reference.

  4.3      Bylaws of the Company, as currently in effect, previously filed with
           the Commission as Exhibit 3.2 to the Registration Statement, which is
           incorporated herein by reference.

  5.       Opinion (and consent) of Paul, Hastings, Janofsky & Walker LLP
           regarding the legality of the securities being registered hereunder.

 23.1      Consent of Paul, Hastings, Janofsky & Walker LLP (set forth as part
           of Exhibit 5 above).

 23.2      Consent of Deloitte & Touche LLP, independent auditors.

 24.       Power of Attorney (set forth on page 2).



                                        1


<PAGE>   3

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Ana, State of California, on this 15th day of
September, 1998.

                                          SRS LABS, INC.


                                          By: /s/ Thomas C.K. Yuen
                                              ----------------------------------
                                              Thomas C.K. Yuen
                                              Chairman of the Board and Chief
                                              Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas C.K. Yuen, Janet M. Biski and
Edward J. Treska and each of them singly, such person's true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities (including such person's capacity as a director and/or officer of SRS
Labs, Inc.), to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the U.S. Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and
agent, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:

<TABLE>
<CAPTION>
         Signature                                   Title                      Date
         ---------                                   -----                      ----

<S>                                   <C>                                   <C>
/s/ Thomas C.K. Yuen                  Chairman of the Board and Chief     September 15, 1998
-----------------------------------   Executive Officer and a Director
Thomas C.K. Yuen                      (Principal Executive Officer)


/s/ John AuYeung                      Executive Vice President and a      September 15, 1998
-----------------------------------   Director
John AuYeung


/s/ Janet M. Biski                    Vice President, Chief Financial     September 15, 1998
-----------------------------------   Officer, Treasurer and Secretary
Janet M. Biski                        (Principal Financial and
                                      Accounting Officer)


/s/ Thomas W.T. Wan                   Vice President and a Director       September 15, 1998
-----------------------------------
Thomas W.T. Wan


/s/ Robert Pfannkuch                  Director                            September 15, 1998
-----------------------------------
Robert Pfannkuch


/s/ Jeffrey I. Scheinrock             Director                            September 15, 1998
-----------------------------------
Jeffrey I. Scheinrock


/s/ Stephen V. Sedmak                 Director                            September 15, 1998
-----------------------------------
Stephen V. Sedmak


/s/ John Tu                           Director                            September 15, 1998
-----------------------------------
John Tu
</TABLE>


                                       2


<PAGE>   4

                                INDEX TO EXHIBITS


    Exhibit
    Number                              Description
    -------                             -----------
      4.1       SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive
                Plan, as amended, previously filed as Appendix A to the definite
                Proxy Statement dated April 30, 1998 of SRS Labs, Inc., a
                Delaware corporation (the "Company"), filed with the U.S.
                Securities and Exchange Commission (the "Commission") on April
                30, 1998, which is incorporated herein by reference.

      4.2       Certificate of Incorporation of the Company, certified by the
                Delaware Secretary of State on June 27, 1996, previously filed
                with the Commission as Exhibit 3.1 to the Company's Registration
                Statement on Form SB-2, Registration No. 333-4974-LA (the
                "Registration Statement"), which is incorporated herein by
                reference.

      4.3       Bylaws of the Company, as currently in effect, previously filed
                with the Commission as Exhibit 3.2 to the Registration
                Statement, which is incorporated herein by reference.

      5.        Opinion (and consent) of Paul, Hastings, Janofsky & Walker LLP
                regarding the legality of the securities being registered
                hereunder.

     23.1       Consent of Paul, Hastings, Janofsky & Walker LLP (set forth as 
                part of Exhibit 5 above).

     23.2       Consent of Deloitte & Touche LLP, independent auditors.

     24.        Power of Attorney (set forth on page 2).



                                           3
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12327}]
{"company-data": {"conformed-name": "SRS LABS INC", "cik": "0001016470", "assigned-sic": "6794", "irs-number": "330714264", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63493", "film-number": "98710412"}, "business-address": {"street1": "2909 DAIMIER ST", "city": "SANTA ANA", "state": "CA", "zip": "92705", "phone": "9494421070"}, "mail-address": {"street1": "2909 DAIMLER ST", "city": "SANTA ANA", "state": "CA", "zip": "92705"}}
1
   As filed with the Securities and Exchange Commission on September 16, 1998

                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

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

          Delaware                                      33-0714264
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

2909 Daimler Street, Santa Ana, California                92705
 (Address of Principal Executive Offices)               (Zip Code)

                              --------------------

                                 SRS LABS, INC.
                              AMENDED AND RESTATED
                         1996 LONG-TERM INCENTIVE PLAN,
                                   AS AMENDED
                            (Full title of the plan)

                              --------------------

                                 Janet M. Biski
        Vice President, Chief Financial Officer, Treasurer and Secretary
                                 SRS Labs, Inc.
                               2909 Daimler Street
                           Santa Ana, California 92705
                     (Name and address of agent for service)

                                 (949) 442-1070
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:
                           John F. Della Grotta, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                                Seventeenth Floor
                              695 Town Center Drive
                        Costa Mesa, California 92626-1924
                                 (714) 668-6200

                              --------------------

                         CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                         Proposed maximum      Proposed maximum
   Title of securities             Amount to be           offering price          aggregate               Amount of
    to be registered                registered             per share(1)        offering price(1)       registration fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value    2,500,000 shares(2)         $4.875              $12,187,500                $3,596
==========================================================================================================================
(1) In accordance with Rule 457(h)(1), the price of the securities has
been estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee, and the price listed is the average of the high and low prices
of the Registrant's Common Stock as reported on the NASDAQ National Market on
September 11, 1998 (a date within 5 business days prior to the date of filing
this Registration Statement).

         (2) As presently constituted, plus such indeterminate number of shares
as may become subject to the SRS Labs, Inc. Amended and Restated 1996 Long-Term
Incentive Plan, as amended, as a result of adjustment provisions set forth in
such Plan and agreements entered into pursuant thereto.

================================================================================
2

                     STATEMENT UNDER GENERAL INSTRUCTION E.
                      REGISTRATION OF ADDITIONAL SECURITIES

         The shares covered by this Registration Statement represent additional
shares of the Registrant's Common Stock that have become available for issuance
under the SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive Plan (the
"Incentive Plan") as a result of an amendment increasing the number of shares
authorized for issuance thereunder from 2,000,000 to 4,500,000, which amendment,
among other things, is reflected in the SRS Labs, Inc. Amended and Restated 1996
Long-Term Incentive Plan, as amended (the "Amended Incentive Plan"), which is
included as Exhibit 4.1 hereto. The Amended Incentive Plan supersedes the
Incentive Plan. Unless otherwise noted herein, the contents of the Registrant's
Form S-8 Registration Statement (File No. 333-29153) relating to the Amended
Incentive Plan are incorporated by reference into this Registration Statement.

                                     PART II

ITEM 8.    EXHIBITS.

  4.1      SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive Plan, as
           amended, previously filed as Appendix A to the definitive Proxy
           Statement dated April 30, 1998 of SRS Labs, Inc., a Delaware
           corporation (the "Company"), filed with the U.S. Securities and
           Exchange Commission (the "Commission") on April 30, 1998, which is
           incorporated herein by reference.

  4.2      Certificate of Incorporation of the Company, certified by the
           Delaware Secretary of State on June 27, 1996, previously filed with
           the Commission as Exhibit 3.1 to the Company's Registration Statement
           on Form SB-2, Registration No. 333-4974-LA (the "Registration
           Statement"), which is incorporated herein by reference.

  4.3      Bylaws of the Company, as currently in effect, previously filed with
           the Commission as Exhibit 3.2 to the Registration Statement, which is
           incorporated herein by reference.

  5.       Opinion (and consent) of Paul, Hastings, Janofsky & Walker LLP
           regarding the legality of the securities being registered hereunder.

 23.1      Consent of Paul, Hastings, Janofsky & Walker LLP (set forth as part
           of Exhibit 5 above).

 23.2      Consent of Deloitte & Touche LLP, independent auditors.

 24.       Power of Attorney (set forth on page 2).

                                        1
3

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Ana, State of California, on this 15th day of
September, 1998.

                                          SRS LABS, INC.

                                          By: /s/ Thomas C.K. Yuen
                                              ----------------------------------
                                              Thomas C.K. Yuen
                                              Chairman of the Board and Chief
                                              Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas C.K. Yuen, Janet M. Biski and
Edward J. Treska and each of them singly, such person's true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities (including such person's capacity as a director and/or officer of SRS
Labs, Inc.), to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the U.S. Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and
agent, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature                                   Title                      Date
         ---------                                   -----                      ----
/s/ Thomas C.K. Yuen                  Chairman of the Board and Chief     September 15, 1998
-----------------------------------   Executive Officer and a Director
Thomas C.K. Yuen                      (Principal Executive Officer)

/s/ John AuYeung                      Executive Vice President and a      September 15, 1998
-----------------------------------   Director
John AuYeung

/s/ Janet M. Biski                    Vice President, Chief Financial     September 15, 1998
-----------------------------------   Officer, Treasurer and Secretary
Janet M. Biski                        (Principal Financial and
                                      Accounting Officer)

/s/ Thomas W.T. Wan                   Vice President and a Director       September 15, 1998
-----------------------------------
Thomas W.T. Wan

/s/ Robert Pfannkuch                  Director                            September 15, 1998
-----------------------------------
Robert Pfannkuch

/s/ Jeffrey I. Scheinrock             Director                            September 15, 1998
-----------------------------------
Jeffrey I. Scheinrock

/s/ Stephen V. Sedmak                 Director                            September 15, 1998
-----------------------------------
Stephen V. Sedmak

/s/ John Tu                           Director                            September 15, 1998
-----------------------------------
John Tu
2
4

                                INDEX TO EXHIBITS

    Exhibit
    Number                              Description
    -------                             -----------
      4.1       SRS Labs, Inc. Amended and Restated 1996 Long-Term Incentive
                Plan, as amended, previously filed as Appendix A to the definite
                Proxy Statement dated April 30, 1998 of SRS Labs, Inc., a
                Delaware corporation (the "Company"), filed with the U.S.
                Securities and Exchange Commission (the "Commission") on April
                30, 1998, which is incorporated herein by reference.

      4.2       Certificate of Incorporation of the Company, certified by the
                Delaware Secretary of State on June 27, 1996, previously filed
                with the Commission as Exhibit 3.1 to the Company's Registration
                Statement on Form SB-2, Registration No. 333-4974-LA (the
                "Registration Statement"), which is incorporated herein by
                reference.

      4.3       Bylaws of the Company, as currently in effect, previously filed
                with the Commission as Exhibit 3.2 to the Registration
                Statement, which is incorporated herein by reference.

      5.        Opinion (and consent) of Paul, Hastings, Janofsky & Walker LLP
                regarding the legality of the securities being registered
                hereunder.

     23.1       Consent of Paul, Hastings, Janofsky & Walker LLP (set forth as 
                part of Exhibit 5 above).

     23.2       Consent of Deloitte & Touche LLP, independent auditors.

     24.        Power of Attorney (set forth on page 2).

                                           3