Abstract: A Class-D audio amplifier is disclosed which accepts a digitized audio signal input and drives a load such as a loudspeaker without digital-to-analog conversion. The amplifier preferably comprises (1) means for processing a plurality of digital audio input values to create a plurality of deviation values respectively based on the deviation of the input value's relationship from a previous audio input value, (2) means for producing a carrier signal, (3) modulation means for using the deviation values to responsively modulate the carrier signal by varying the frequency of its waveform inversely with the magnitudes of the deviation values, and (4) filter means operative on the modulated carrier to produce an analog voltage capable of driving the load.