A MEMS directional acoustic sensor housed in an air cavity and operated underwater in a near-neutral buoyancy configuration is demonstrated. The sensor consists of two wings connected by a bridge and attached to a substrate by two centrally mounted torsional legs. The frequency response showed two resonant peaks corresponding to a rocking mode (wings moving in opposite directions) and a bending mode (wings moving in the same direction). Initial tests of the sensor using a shaker table showed that the response is highly dependent on the vibration direction. In air, the sensor showed a maximum sensitivity of about 95 mV/Pa with a cosine directional response. Underwater, the maximum sensitivity was about 37 mV/Pa with a similar cosine directional response. The measured maximum SNR was about 38 dB for a signal generated by a sound stimulus of 1 Pa when the sensor is operated near the bending resonance. The results indicate that this type of MEMS sensor can be operated in a near-neutral buoyant configuration and achieve a good directional response.