This study describes the effects of broadband background noise on the average discharge rate to best-frequency (BF) tones of auditory nerve fibers in the cat. The effects of exposure to long-term continuous noise are compared to the effects of noise gated on and off simultaneously with test tones. Addition of background noise causes a shift of the dynamic portion of tone-evoked rate versus level functions to higher tone intensities. The shift occurs at a mean rate of 0.61 dB of shift for each 1-dB increment in noise level. The rate of shift is independent of best frequency and spontaneous discharge rate. The noise level at which the shift begins is frequency dependent and is consistent with the frequency-dependent bandwidths of auditory nerve fiber tuning curves. The adjustment of the dynamic range shows many similarities to two-tone suppression. Therefore, it is most likely that it is caused by suppression of the response to the BF test tone by energy present in the noise at surrounding frequencies. At high noise levels, the ability of auditory nerve fibers to respond to test tones is limited by the rate response to the noise. As noise level increases, the discharge rate it evokes approaches a fiber's saturation rate and ultimately eliminates the fiber's ability to respond to test tones. Low spontaneous rate fibers, which have been shown to have higher thresholds and wider dynamic range (17,29), are significantly more resistant to saturation by high noise levels. Exposure to broadband noise prior to onset of test tones produces an overall decrement in response rate. This phenomenon is similar to the effects of short-term adaptation (32) and seems to develop independently of the shift of dynamic range. At high noise levels, previous exposure to the noise produces a small dynamic range shift. This effect is similar to that produced by suppression but is smaller. The effect is occluded in continuous noise backgrounds by the adjustment of sensitivity produced by suppression.