An analog electronic cochlea has been built in CMOS VLSI technology using micropower techniques. The key point of the model and circuit is that a cascade of simple, nearly linear, second-order filter stages with controllable Q parameters suffices to capture the physics of the fluid-dynamic traveling-wave system in the cochlea, including the effects of adaptation and active gain involving the outer hair cells. Measurements on the test chip suggest that the circuit matches both the theory and observations from real cochleas. >