Abstract 3D ultrasound is a promising imaging modality for clinical diagnosis and treatment monitoring. Its cost is relatively low in comparison with CT and MRI, no intensive training and radiation protection is required for its operation, and its hardware is movable and can potentially be portable. In this study, we developed a portable freehand 3D ultrasound imaging system for the assessment of musculoskeletal body parts. A portable ultrasound scanner was used to obtain real-time B-mode ultrasound images of musculoskeletal tissues and an electromagnetic spatial sensor was fixed on the ultrasound probe to acquire the position and orientation of the images. The images were digitized with a video digitization device and displayed with its orientation and position synchronized in real-time with the data obtained by the spatial sensor. A program was developed for volume reconstruction, visualization, segmentation and measurement using Visual C++ and Visualization toolkits (VTK) software. A 2D Gaussian filter and a Median filter were implemented to improve the quality of the B-scan images collected by the portable ultrasound scanner. An improved distance-weighted grid-mapping algorithm was proposed for volume reconstruction. Temporal calibrations were conducted to correct the delay between the collections of images and spatial data. Spatial calibrations were performed using a cross-wire phantom. The system accuracy was validated by one cylinder and two cuboid phantoms made of silicone. The average errors for distance measurement in three orthogonal directions in comparison with micrometer measurement were 0.06 ± 0.39, −0.27 ± 0.27, and 0.33 ± 0.39 mm, respectively. The average error for volume measurement was −0.18% ± 5.44% for the three phantoms. The system has been successfully used to obtain the volume images of a fetus phantom, the fingers and forearms of human subjects. For a typical volume with 126 × 103 × 109 voxels, the 3D image could be reconstructed from 258 B-scans (640 × 480 pixels) within one minute using a portable PC with Pentium IV 2.4 GHz CPU and 512 MB memories. It is believed that such a portable volume imaging system will have many applications in the assessment of musculoskeletal tissues because of its easy accessibility.