The observation of quantum phenomena in macroscopic mechanical oscillators [1,2] has been a subject of interest since the inception of quantum mechanics. It may provide insights into the quantum-classical boundary, experimental investigation of the theory of quantum measurements [1,3,4], the origin of mechanical decoherence [5] and generation of non-classical states of motion.Prerequisite to this regime are both preparation of the mechanical oscillator at low phonon occupancy and a measurement sensitivity at the scale of the spread ∆x of the oscillator's ground state wavefunction. Over the past decade, it has been widely perceived that the most promising approach to address these two challenges are electro nanomechanical systems [2,6,7,8,9,10], which can be cooled with milli-Kelvin scale dilution refrigerators, and feature large ∆x ∼ 10 −14 m resolvable with electronic transducers such as a superconducting single-electron transistor [7,8,11], a microwave stripline cavity [9] or a quantum interference device [12]. In this manner, thermal occupation as low as 25 quanta [7,10] has been measured. Here we approach for the first time the quantum regime with a mechanical oscillator of mesoscopic dimensions-discernible to the bare eye-and 1000-times more massive than the heaviest nano-mechanical oscillators used to date. Imperative to these advances are two key principles of cavity optomechanics [13]: Optical interferometric measurement of mechanical displacement at the attometer level [14,15], and the ability to use measurement induced dynamic back-action [16,17,18,19] to achieve resolved sideband laser cooling [9,20] of the mechanical degree of freedom. Using only modest cryogenic pre-cooling to 1.65 K, preparation of a mechanical oscillator close to its quantum ground state (63 ± 20 phonons) is demonstrated.Simultaneously, a readout sensitivity that is within a factor of 5.5 ± 1.5 of the standard quantum limit [1,21] is achieved. Taking measurement backaction into account, this represents the closest approach to the Heisenberg uncertainty relation for continuous position measurements yet demonstrated. The reported experiments mark a paradigm shift in the approach to the quantum limit of mechanical oscillators using optical techniques and represent a first step into a new era of experimental investigation which probes the quantum nature of the most tangible harmonic oscillator: a mechanical vibration. * These authors contributed equally to this work. † tobias.kippenberg@epfl.ch 2 The experimental setting of the present work is a cavity optomechanical system, which parametrically couples optical and mechanical degrees of freedom via radiation pressure. In the present case, toroidal microresonators are employed which exhibit (cf. Fig. 1 Fig. 1b). The quality factors of the RBM can reach values up to 80,000 if clamping losses are mitigated by modal engineering [24]. To achieve a regime of low mechanical oscillator occupancy we apply laser cooling to a cryogenically pre-cooled micromechanical oscillator with high ...