The objective of this topic is to develop an affordable directional acoustic sensor that can be employed with a UGS unit to track targets of interest. The proposed approach is to use an array of three microphones to generate accurate estimates of bearing (azimuth and elevation) of different types of acoustic sources, including aircraft, ground vehicles, and personnel. The proposal includes a novel signal processor that will improve the performance of the system over current approaches, including the ability to reduce the self-noise for the channels and to reduce the effect of wind noise. The proposed system will be low cost and will operate with low power dissipation and high accuracy