Image-guided surgery has evolved over the past 15 years from stereotactic planning, where the surgeon planned approaches to intracranial targets on the basis of 2D images presented on a simple workstation, to the use of sophisticated multi- modality 3D image integration in the operating room, with guidance being provided by mechanically, optically or electro-magnetically tracked probes or microscopes. In addition, sophisticated procedures such as thalamotomies and pallidotomies to relieve the symptoms of Parkinson's disease, are performed with the aid of volumetric atlases integrated with the 3D image data. Operations that are performed stereotactically, that is to say via a small burr- hole in the skull, are able to assume that the information contained in the pre-operative imaging study, accurately represents the brain morphology during the surgical procedure. On the other hand, preforming a procedure via an open craniotomy presents a problem. Not only does tissue shift when the operation begins, even the act of opening the skull can cause significant shift of the brain tissue due to the relief of intra-cranial pressure, or the effect of drugs. Means of tracking and correcting such shifts from an important part of the work in the field of image-guided surgery today. One approach has ben through the development of intra-operative MRI imaging systems. We describe an alternative approach which integrates intra-operative ultrasound with pre-operative MRI to track such changes in tissue morphology.