A Rayleigh wave velocity modeling using Ambient Noise Tomography presented. Unlike the active seismic, passive seismic uses the natural movement of the earth as a source of signal. The signal period used is in the range of 1-5 seconds. Recent research on this method considered that it can be used to produce a representation of the subsurface structures. The data used in this research is the ambient noise of natural signal of the ground obtained from rock deformation, oceanic wave and cultural wave (human activities). The data were obtained from 27 observation stations across the study area. These data recorded all signals during the time span of 6 months in the Semangko Fault region, Padang. This research resulted in velocity model which is believed to represent the subsurface structure around Semangko Fault region. Typical structure such as the pull-apart basin on Singkarak Lake was characterized by a low velocity value, while anticlinal regions were observed as high velocity.