A tandem scanning confocal microscope (TSCM) is currently being used to obtain high-resolution images of the human cornea in vivo. Advantages of confocal microscopy for in vivo imaging include optical sectioning and increased contrast through removal of scattered light. We have adapted to TSCM to view the retina in vivo by constructing an applanating lens and fitting the microscope with an imaging-intensifying camera of increased sensitivity. The microscope uses a spinning disc with 40,000 holes, each of 30 microns diameter, and a 100 W mercury arc lamp light source with a 455 nm long pass filter. The applanating lens is composed of three elements, two of which are movable for focusing. Images of a rabbit retina were obtained in vivo revealing the nerve fiber layer and blood vessels around the optic disc. The power density at the retina was calculated to be 3 mW/cm2, which is well below the power levels of a direct or indirect ophthalmoscope. Magnification of the retinal image was approximately 60 x and a 1 mm wide area of retina was in view. This prototype TSCM system demonstrates that images of a retina in vivo are obtainable with confocal microscopy and that the sharpness is comparable to standard fundus camera photography. Further modifications to improve the light level and alterations in the design of the objective should improve the quality of the images obtained and achieve the enhanced resolution of which, in theory, the confocal microscope is capable.