The study of highly dynamic cellular processes is leveraged by microscopic techniques with high temporal resolution. Especially for diffusive processes, where particle displacements can exceed 100 nm/ms, sub-millisecond temporal resolution is often required in addition to precise three-dimensional localization.We have developed a novel particle tracking microscope capable of observing fast 3D trajectories of fluorescently tagged intracellular objects with 300 μs temporal resolution [1]. Combining scanning-free biplane detection [2] with optimized beam steering, we were able to demonstrate 3D tracking of single fluorescent particles at speeds of up to 150 nm/ms over several seconds and large volumes. Maximum detection efficiency and minimal laser irradiation are guaranteed by focused excitation of only the particle of interest and by exploiting the high quantum efficiency of an EM-CCD camera. Limiting detection to a small subarea of the CCD chip improves speed and reduces background fluorescence. Combined with the absence of sample movement, these features ensure high live-sample compatibility.Here, we present recent improvements of the setup using fast adaptive optics for axial scanning. This enhances response times and eliminates mechanical coupling of moving components to the sample. We also show data from recent live-cell experiments. We have tracked actin-driven motion of GFP-labeled HIV-like particles on the cytoplasmic membrane. This “surfing” is involved in retroviral cell-to-cell spread [3] and precedes endocytosis. Fast 3D particle tracking has the potential to contribute to the understanding of the underlying mechanism.[1] M. F. Juette and J. Bewersdorf, Nano Lett., 10(11), 4657-4663 (2010).[2] M. F. Juette et al., Nat. Methods, 5(6), 527-529 (2008).[3] W. Mothes et al., J. Virol., 84(17), 8360-8368 (2010).