A noise cancelling sonar-ranging system based on the adaptive filtering technique, which can automatically adapt itself to the changes in environmental noise-field and improve the passive sonar-ranging/goniometric precision, was introduced by this paper. In the meantime, the software and hardware design principle of the system using high speed VLSI (Very Large Scale Integrated) DSP (Digital Signal Processing) chips, and the practical test results were also presented. In comparison with the traditional ranging system, the system not only enhanced obviously the ranging precision but also possessed some more characteristics such as simple structure, rapid operation, large data-storage volume, easy programming, high reliability and so on.