A personal audio playback device having 
gain control responsive to 
environmental sounds provides for improved enjoyment of program material played back through 
headphones, while further providing features for personal safety and communications with others. A 
microphone is incorporated on the surface of the playback device, which includes an audio output connection for 
headphones and internal storage for audio program material. The entire device may be incorporated within the 
headphones, or the headphones may connect through a connector on the housing of the device. The 
gain, type or position of the program material is controlled in conformity with a detected characteristic of ambient sounds received by the 
microphone, which may be the amplitude of the signals in one or more frequency bands, or a particular type of sound, such as speech or vehicular sounds. 
Multiple modes are selectable for 
processing the audio, selecting program 
material type and / or re-positioning the program material.