  After 16 years of on-sky operation, Subaru Telescope's facility adaptive
optics AO188 is getting several major upgrades to become the extreme-AO AO3000
(3000 actuators in the pupil compared to 188 previously). AO3000 will provide
high-Strehl images for several instruments from visible to mid-infrared,
notably the Infrared Camera and Spectrograph (IRCS), and the Subaru
Coronagraphic Extreme Adaptive Optics (SCExAO). For this upgrade, the original
188-element deformable mirror (DM) will be replaced with ALPAO's $64\times64$
DM. The visible wavefront sensor will also be upgraded at a later date, but in
the meantime we are adding a near-infrared Wavefront Sensor (NIR WFS), using
either a double roof prism pyramid mode or a focal plane WFS mode. This new
wavefront sensor will use for the first time First Light's C-RED ONE camera,
allowing for a full control of the $64\times64$ DM at up to 1.6 kHz. One of the
challenges is the use of non-destructive reads and a rolling shutter with the
modulated pyramid. This upgrade will be particularly exciting for SCExAO, since
the extreme-AO loop will focus more on creating high-contrast dark zones
instead of correcting large atmospheric residuals. It will be the first time
two extreme-AO loops will be combined on the same telescope. Finally, the setup
AO3000+SCExAO+IRCS will serve as a perfect demonstrator for the Thirty Meter
Telescope's Planetary Systems Imager (TMT-PSI). We will present here the
design, integration and testing of AO3000, and show the first on-sky results.
