Abstract: A system for attenuating noise which can be sensed by the auditory nerve comprising a microphone positioned in a first sound region for sensing noise present in the first sound region for creating a first electrical signal having a frequency and amplitude corresponding to the noise sensed in the first sound region. Circuitry is provided for processing the first electrical signal to create a second electrical signal having the same frequency but of opposite amplitude and sign of the first electrical signal. A speaker is provided for converting the second electrical signal to anti-noise for attenuation of the sensed noise in a second sound region spaced from the first sound region. A microphone is disposed in the second sound region for detecting any noise above a predetermined noise level in the second sound region to provide an error correction signal.