Joint registries report that 25–40% of UKR revisions are performed for pain. Proximal tibial strain and microdamage are possible causes of this “unexplained” pain. The aim of this study was to examine the effect of UKR implant design and material on proximal tibial cortical strain and cancellous microdamage. Composite Sawbone tibias were implanted with cemented UKR components: 5 fixed bearing all-polyethylene (FB-AP), 5 fixed bearing metal backed (FB-MB), and 5 mobile bearing metal backed implants (MB-MB). Five intact tibias were used as controls. Tibias were loaded in 500N increments to 2500N. Cortical surface strain was measured using digital image correlation (DIC). Cancellous microdamage was measured using acoustic emission (AE), a technique which detects elastic waves produced by the rapid release of energy during microdamage events. DIC showed significant differences in anteromedial cortical strain between implants at 1500N and 2500N in the proximal 10mm only (p<0.001) with strain shielding in metal backed implants. AE showed significant differences in cancellous microdamage (AE hits), between implants at all loads (p=0.001). FB-AP implants displayed significantly more hits at all loads than both controls and metal backed implants (p<0.001). FB-AP implants also differed significantly by displaying AE hits on unloading (p=0.01), reflecting a lack of implant stiffness. Compared to controls, the FB-AP implant displayed 15x the total AE hits, the FB-MB 6x and the MB-MB 2.7x. All-polyethylene medial UKR implants are associated with greater cancellous bone microdamage than metal backed implants even at low loads