A microelectrode array system used to sense physiological signals and stimulate physiological tissue to form signals is disclosed. The array includes a dielectric substrate and a two dimensional array of signal microelectrodes substantially perpendicular to and integrated on the dielectric substrate. At least one reference microelectrode is located adjacent to and integrated with the signal microelectrodes on the dielectric substrate. The reference microelectrodes are positioned on the dielectric substrate relative to the signal microelectrodes to enable a reduced level of electrical noise to be detected between the reference microelectrodes and the recording microelectrodes.