Abstract: The present invention is directed to a Uterine Sound and Motion Simulation Device either incorporated Into an incubator or portable that a baby will lay on consisting of an outer enclosure that folds in half inclosing an inner sound and motion actuation unit housing one or more gaii, or body motion units using bladders or pillows actuated by the means of an external air, liquid or gas source, controlled by the means of plurality of internal or external valves activated through a computer control unit. A control program in the control unit will produce the movement ‘motion experienced by the baby while in the womb uterus by the means of a bladder or pillow or both, that is inflated and deflated in a manner that mimics the movement/motion of the baby while in the womb/uterus. One or more speakers will be located within the activation unit and will operate through the same control unit producing the sounds heard in the uterus including the mother's voice.