The free-field response of TDH 39 earphones, mounted in MX 41/AR cushions, is determined by loudness comparisons in an anechoic chamber. Based on these data, a passive equalizing network with two resonances at 720 and 6000 Hz is developed and realized. When used with this free-field equalizer, the earphone TDH 39 produces a free-field equivalent level independent of frequency within +/- 2.5 dB in the frequency range 100 Hz to 10 kHz. Because of the small differences between TDH 39 and TDH 49 earphones it is expected that the equalizer can also be successfully applied with the TDH 49.