A compact two-photon laser-scanning microscope (TPLSM) was constructed using a diode-pumped, mode-locked Nd:YLF laser (Biolight 1000, Coherent Laser Group) and a small confocal laser scan-head (PCM2000, Nikon Bioscience). The laser emits at 1047nm and is fiber-coupled to a compact compressor unit producing a pulse-width of ~175fsec. Both the pulse compressor and confocal scan head were interfaced on a small optical breadboard that was directly attached to an upright research microscope (Eclipse E600FN, Nikon Bioscience). Two-photon fluorescence emitted from the specimen was collected into a multimode fiber and transmitted directly to an external PMT supplied with the Nikon confocal system. The modifications to the scanhead were minimal (a single mirror replacement) and did not interfere with its confocal function. The resulting system offers several advantages: compact size, turnkey operation, and the ability to translate the microscope rather than an often delicate specimen. In addition, it is possible to switch between confocal and two-photon operation, allowing for straightforward comparison. Using this compact TPLSM, we obtained structural and functional images from hippocampal neurons in living brain slices using commonly available fluorophores.