Noise measurement of aerospace vehicles is difficult and usually requires expensive, specialized facilities. With the proliferation of UAVs there is need for noise data, both for ISR and non-military vehicles. Wind tunnel testing is common and much less expensive. The innovation is a novel in-flow microphone array combined with the start of the art Functional Beamforming algorithm that makes it practical to measure UAV noise in a non-acoustic wind tunnel. The proposal calls for further development of the measurement technique so that it can be commercialized as a service using the Kirsten Wind Tunnel at the University of Washington.