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                                                                      Exhibit 11


NOISE CANCELLATION TECHNOLOGIES, INC. AND SUBSIDIARIES

COMPUTATION OF NET (LOSS) PER SHARE




                                                                          (IN THOUSANDS EXCEPT PER SHARE AMOUNT)
                                                                                SIX MONTH ENDED JUNE 30,      , 
                                                                    ------------------------------------------------------
           PRIMARY                                                            1995                          1996
                                                                    ---------------------         ------------------------
                                                                                              
 Net (loss)                                                                       ($2,470)                         ($3,948)
                                                                                    
   Less: reduction of interest expense or interest                  
   earned attributable  to utilization of assumed                   
   proceeds from exercise of options and warrants                   
   in excess of amounts required to repurchase                      
   20% of the outstanding common stock at average                   
   market price                                                     
                                                                    ---------------------         ------------------------
   ADJUSTED NET (LOSS)                                                            ($2,470)                         ($3,948)
                                                                    =====================         ========================
 Weighted average number of shares outstanding.                                    86,215                           94,468
    Add: common equivalent shares (determined using                 
    the "Treasury Stock" method) representing shares                
    issuable  upon assumed exercise of options and                  
    warrants in excess of average market price                                      1,959                            2,514
                                                                    
 Shares issuable upon conversion of Series B                        
    preferred shares                                                                    -                                -
                                                                    ---------------------         ------------------------
   SHARES USED FOR COMPUTATION                                                     88,174                           96,982
                                                                    =====================         ========================
                                                                    
   PRIMARY NET (LOSS) PER SHARE                                                    ($0.03)                          ($0.04)
                                                                    =====================         ========================
                                                                    
                  FULLY DILUTED                                     
                                                                    
 Net (loss)                                                                       ($2,470)                         ($3,948)
   Less: reduction of interest expense or interest                  
   earned attributable to utilization of assumed                    
   proceeds from exercise of options and warrants                   
   in excess of amounts required to repurchase                      
   20% of the outstanding common stock at year-end                  
   market price if greater than average market price                
                                                                    
                                                                    ---------------------         ------------------------
   ADJUSTED NET (LOSS)                                                            ($2,470)                         ($3,948)
                                                                    =====================         ========================
                                                                    
                                                                    
 Weighted average number of shares outstanding.                                    86,215                           94,468
    Add: common equivalent shares (determined using                 
    the "Treasury Stock" method) representing shares                
    issuable upon assumed exercise of options and                   
    warrants in excess of year-end market price                     
    if greater than average market price                                            1,959                            2,514
                                                                    
                                                                    
 Shares issuable upon conversion of Series B                        
    preferred shares                                                                    -                                -
                                                                    ---------------------         ------------------------
   SHARES USED FOR COMPUTATION                                                     88,174                           96,982
                                                                    =====================         ========================
                                                                    
 FULLY DILUTED NET (LOSS) PER SHARE                                                ($0.03)                          ($0.04)
                                                                    =====================         ========================


The above per share data are not reported on the statement of operations
because such data is anti-dilutive.




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