Significant topographic variations will strongly influence the amplitudes and phases of propagating surface waves. Such effects should be taken into account, otherwise the S-velocity model inverted from the Rayleigh dispersion curves will contain significant inaccuracies. We now show that the recently developed wave-equation dispersion inversion (WD) method naturally takes into account the effects of topography to give accurate S-velocity tomograms. Application of topographic WD to demonstrates that WD can accurately invert dispersion curves from seismic data recorded over variable topography. We also apply this method to field data recorded on the crest of mountainous terrain and find with higher resolution than the standard WD tomogram.