Deployed as a multi-user shared facility on the 5.1 meter Hale Telescope at Palomar Observatory, the PALM-3000 highorder upgrade to the successful Palomar Adaptive Optics System will deliver extreme AO correction in the near-infrared, and diffraction-limited images down to visible wavelengths, using both natural and sodium laser guide stars. Wavefront control will be provided by two deformable mirrors, a 3368 active actuator woofer and 349 active actuator tweeter, controlled at up to 3 kHz using an innovative wavefront processor based on a cluster of 17 graphics processing units. A Shack-Hartmann wavefront sensor with selectable pupil sampling will provide high-order wavefront sensing, while an infrared tip/tilt sensor and visible truth wavefront sensor will provide low-order LGS control. Four back-end instruments are planned at first light: the PHARO near-infrared camera/spectrograph, the SWIFT visible light integral field spectrograph, Project 1640, a near-infrared coronagraphic integral field spectrograph, and 888Cam, a high-resolution visible light imager.© (2008) COPYRIGHT SPIE--The International Society for Optical Engineering. Downloading of the abstract is permitted for personal use only.