Measurements of engine noise generated by an F-111A airplane positioned on a thrustmeasuring platform were made at angles of 0 deg to 160 deg from the aircraft heading. Sound power levels, power spectra, and directivity patterns are presented for jet exit velocities between 260 feet per second and 2400 feet per second. The test results indicate that the total acoustic power was proportional to the eighth power of the core jet velocity for core exhaust velocities greater than 300 meters per second (985 feet per second) and that little or no mixing of the core and fan streams occurred. The maximum sideline noise was most accurately predicted by using the average jet velocity for velocities above 300 meters per second (985 feet per second). The acoustic power spectrum was essentially the same for the single jet flow of afterburner operation and the coaxial flow of the nonafterburning condition. By varying the inlet geometry and cowl position, reductions in the sound pressure level of the blade passing frequency on the order of 15 decibels to 25 decibels were observed for inlet Mach numbers of 0.8 to 0.9.