This paper presents technical details, hardware and software of a complete imaging system which uses a fast CCD sensor and a 41 Msample/s A/D converter to acquire full-frame 12 bit/pixel digitized images with a time resolution of 1.25 ms/image. This apparatus permits to resolve intracellular Ca2+ gradients in individual cells as well as the spatio-temporal pattern of neural activity of cell assemblies in neural tissue.