A Born approximation is used to linearize the relationship, in the horizontal-wavenumber and frequency domains, between lateral perturbations of modulus and density in a layered half-space and the acoustic wave field observed at the surface when a plane wave is incident from below. The resulting equations can be used to perform a linear inversion of observed acoustic wave fields to obtain lateral perturbations in modulus and density. Since modulus and density effects are separated, gravity observations can be included in the inversion procedure without any assumptions about the relationship between density and acoustic velocity. Tests with synthetic data sets reveal that the inversion method gives useful results when the spatial scales of the inhomogeneities are smaller than several acoustic wavelengths. Refs.