The new L3 Technology CCDs from E2V combine sub-electron read noise with high pixel rates. This makes them ideal candidates for wavefront sensing. ING's NAOMI adaptive optics instrument is currently limited by the readout noise of its wavefront sensor CCDs. Upgrading to L3 detectors has the potential to give a large increase in performance; simulations suggest a 2 magnitude improvement to the guide star limit. At ING we have explored the behaviour of various L3 devices in applications ranging from fast photometry, fast spectroscopy through to wavefront sensing. The investigations have been done using our own cryogenic cameras containing L3 devices coupled to an SDSU controller. An integral Peltier packaged CCD60 has also been purchased specifically for the WFS upgrade. This paper describes the progress we have made to date on the L3 wavefront sensor upgrade and our future plans for its use with a Rayleigh laser beacon.© (2004) COPYRIGHT SPIE--The International Society for Optical Engineering. Downloading of the abstract is permitted for personal use only.