Abstract: An orthotic footwear insert is made of a resilient shock-absorbing layer. The layer has an upper surface, intended to receive the heel, the upper surface having a plurality of outwardly projecting nodules arranged in a waffle-like pattern which defines the upper plane. The layer also has a lower surface, beneath the heel-receiving surface. The lower surface has a plurality of rib members extending longitudinally between the back and front edges and generally parallel to the side edges of the layer. The rib members are therefore arranged such that air does not become trapped between them when pressure is applied to the layer. The invention also includes a method of making a shock-absorbing composition, which can be used to construct the footwear insert or other products. According to this method, an elastomeric material is comminuted into particles, and the resulting composition is formed into a desired shape. Preferably, a quantity of water is added to the composition.