A technique is introduced for the measurement of plantar soft tissue thickness during barefoot walking. Subjects stepped into an adjustable Plexiglas frame which ensured that the required bony landmarks were appropriately positioned relative to a linear ultrasound probe connected to a conventional 7.5 MHz ultrasound scanner. Clear images of the metatarsal condyles or other foot bones were obtained throughout ground contact. Subsequent analysis of the video taped images using a motion analysis system allowed the tissue displacement to be calculated as a function of time. The tissue underneath the second metatarsal head was shown to undergo an average maximum compression of 45.7% during the late stages of ground contact during first step gait in a group of five normal subjects with a mean unloaded tissue thickness of 15.2 mm. The technique has a number of applications, including use in the validation of deformation predicted by finite element models of the soft tissue of the foot, and the study of alterations in the cushioning properties of the heel by devices which constrain the displacement of the heel pad.