Conventional panning approaches for surround sound require loudspeakers to be distributed over the regions where images are needed. However in many listening situations it is not practical or desirable to place loudspeakers some positions, such as behind or above the listener. Compensated Amplitude Panning (CAP) is a method that adapts dynamically to the listener’s head orientation to provide images in any direction, in the frequency range up to ⇡ 1000 Hz using only 2 loudspeakers. CAP is extended here for more loudspeakers, which removes some limitations and provides additional benefits. The new CAP method is also compared with an Ambisonics approach that is adapted for surround sound without rear loudspeakers.