A surface cooler is provided and includes an oil layer through which oil flows, fins extending into an air flow pathway and being disposed at a first side of the oil layer in heat transfer communication with the oil, an acoustic lining to reduce noise present in or transmitted by the air flow pathway, which is disposed at a second side of the oil layer opposite the first side and noise transfer tubes extending through the oil layer to transfer the noise present in or transmitted by the air flow pathway to the acoustic lining.