In the past, passive SONAR range tracking systems have used Extended Kalman filters to process nonlinear time-delay measurements. This approach has several flaws due to the inherent divergence problems of Extended Kalman filters. This paper discusses a new approach which uses a prefilter to linearize the measurements so that they can be processed by a standard Kalman filter. The approach is subsequently expanded for use with an adaptive Kalman filter which allows source maneuvers to be tracked. A new approach to passive Doppler velocity tracking is also proposed which uses a dedicated Kalman filter to track random fluctuations in the sources center frequency. This dedicated tracker simplifies the problem so that it can be handled by a basic adaptive Kalman filter. / Master of Science