Abstract: In a sound reproducing apparatus, a target control value is determined automatically from a noise and a sound radiated from a loudspeaker unit, and a volume of a reproduced sound is naturally compensated according to an amount of the noise against a masking due to a noise at a listening point. A first microphone is located near a loudspeaker box, and a second microphone is located in the loudspeaker box. A gain of s variable gain amplifier is changed so that an integrated value of a signal obtained by filtering and adding the outputs of the microphone may be equal to an integrated value of the filtered signal of the output of the variable gain amplifier.