Continuous-wave ultrasonic modulation of scattered laser light has been used to image objects in tissue-simulating turbid media for the first time. We hypothesize that the ultrasound wave focused into the turbid media modulates the laser light passing through the ultrasonic focal spot. The modulated laser light collected by a photomultiplier tube reflects the local mechanical and optical properties in the focal zone. Buried objects in 5-cm thick tissue phantoms are located with millimeter resolution by scanning and detecting alterations of the ultrasound-modulated optical signal. Ultrasound-modulated optical tomography separates the conflict between signal and resolution in purely optical imaging of tissue and does not rely on ballistic or quasi-ballistic photons but on the abundant diffuse photons. The imaging resolution is determined by the focused ultrasonic wave. This technique has the potential to provide a noninvasive, nonionizing, inexpensive diagnostic tool for diseases such as breast cancer.