We discuss some of the interesting physics behind the design and opera
tion of the Theremin electronic musical instrument. To complement the
theory we present details of a parallel effort to construct two versio
ns of this remarkable instrument. One of these designs remains fairly
faithful to the traditional beat frequency oscillator approach that fi
rst inspired Theremin's invention, while the other contains more moder
n electronics that helps make more reliable the setting up and use of
the instrument. The emphasis on the physical principles continues into
a comparison of the two instruments. Following completion, the Therem
ins have been extensively used in public and schools science exhibitio
ns and in lecture demonstrations. (C) 1998 American Association of Phy
sics Teachers.