The internal sound pressure levels within the intact amnion of pregnant ewes surgically implanted with a hydrophone was determined during conditions of quiet and during sound field exposures to broadband and octave-band noise. Measurements were made of sound pressures outside and inside the ewe, and sound attenuation through maternal tissues and fluids was calculated. Sound pressures generated by low frequencies (less than 0.25 kHz) were 2 to 5 dB greater inside than outside the ewe. Above 0.25 kHz, sound attenuation increased at a rate of 6 dB per octave. For 4.0 kHz, sound attenuation averaged 20 dB. The sound pressure recorded at different locations within the amnion with respect to the sound source varied by up to 6 dB. The internal noise floor in the absence of externally generated sounds was as low as 50 dB (spectrum level) above 0.2 kHz. Thus the fetus is developing in an environment that is rich with internal and external sounds.