Decreasing proprioception of the knee is multifactorial and is a function of age and degenerative joint disease. Soft-tissue release during total knee replacement may have an influence. We have quantified soft-tissue imbalance at the time of knee replacement and attempted to eliminate it at full extension, using established methods. We studied the influence of residual soft-tissue imbalance on postoperative proprioception, assessing this in 38 patients before total knee replacement and at three and six months postoperatively. We found that proprioception improved in varus knees at three and six months after soft-tissue balancing procedures. Knees balanced in full extension and in flexion (< ±2°) showed a significant improvement in proprioception (p < 0.0005) whereas those which were not balanced in flexion but fully balanced in extension had no significant improvement. We conclude that soft-tissue balance in both flexion and extension is important to allow satisfactory postoperative proprioception of the knee