We have developed an improved adaptive optics - optical coherence tomography (AO-OCT) system and evaluated its performance for in vivo imaging of normal and pathologic retina. The instrument provides unprecedented image quality at the retina with isotropic 3D resolution of 3.5 x 3.5 x 3.5 mu m(3). Critical to the instrument's resolution is a customized achromatizing lens that corrects for the eye's longitudinal chromatic aberration and an ultra broadband light source (Delta lambda = 112nm lambda(0)=similar to 836 nm). The eye's transverse chromatic aberrations is modeled and predicted to be sufficiently small for the imaging conditions considered. The achromatizing lens was strategically placed at the light input of the AO-OCT sample arm. This location simplifies use of the achromatizing lens and allows straightforward implementation into existing OCT systems. Lateral resolution was achieved with an AO system that cascades two wavefront correctors, a large stroke bimorph deformable mirror (DM) and a micro-electromechanical system (MEMS) DM with a high number of actuators. This combination yielded diffraction-limited imaging in the eyes examined. An added benefit of the broadband light source is the reduction of speckle size in the axial dimension. Additionally, speckle contrast was reduced by averaging multiple B-scans of the same proximal patch of retina. The combination of improved micron-scale 3D resolution, and reduced speckle size and contrast were found to significantly improve visibility of microscopic structures in the retina. (c) 2008 Optical Society of America.