This audio matrix surround decoder requires minimal digital processing, useful in portable applications, particularly in playback from a portable player using a headphone or loudspeaker virtualizer. In one embodiment it pans inputs Lt and Rt to outputs associated with front directions in response to a measure of the sum of Lt and Rt being greater than a measure of the difference between Lt and Rt, and pans Lt and Rt to outputs associated with rear directions in response to a measure of the sum of Lt and Rt being less than a measure of the difference between Lt and Rt. Lt and Rt are modified to shift the direction of reproduced signals.