The performance of devices and circuits is advancing at a rapid pace with the advent of submicron design ground niles and switching times under SO ps. The requirements for probing the internal nodes of these ultra-fast, -small, and -dense circuits give rise to great challenges for high-speed electron-beam testing. In this paper, we review the steps which have allowed electron-beam testing to achieve simultaneously 5-ps temporal resolution, O.i-fim spot size, and 3 mV/VHz voltage sensitivity. The resulting newly developed instrument, called the picosecond photoelectron scanning electron microscope (PPSEM), is capable of measuring the state-of-the-art bipolar and FET circuits and also VLSI passive interconnects. ^Copyright 1990 by International Business Machines Corporation. Copying in printed form for private use is permitted without payment of royalty provided that (I) each reproduction is done without alteration and (2) the Journal reference and IBM copyright notice are included on the first page. The title and abstract, but no other portions, of this paper may be copied or distributed royalty free without further permission by computer-based and other information-service systems. Permission to republish any other portion of this paper must be obtained from the Editor.