Adaptive optics applications require a camera and detector that are capable of very high frame rates, high sensitivity and low noise. The PixelVision Adapt III camera achieves over 85 percent quantum efficiency and 12 electrons read noise at 1500 fps using the Adapt III, back illuminated CCD, designed by PixelVision, Inc. and manufactured by Scientific Imaging Technologies, Inc. The CCD's imaging area consists of 80 X 80 36 micrometers square pixels and utilizes full frame transfer architecture with an additional 80 rows in the storage region. To achieve low noise at high speeds, every two columns are mixed together into one output amplifier. There are 40 output amplifiers on the CCD and 40 analog channels. Digital data is mixed to a series stream and is transmitted over fiber optic cables to a PCI bus data acquisition board. Windows95 software drivers allow continuous acquisition of data into system memory. A water- cooled housing eliminates turbulence created by forced air cooling.