BioPhase provides in-situ stain free cell monitoring using standard brightfield objectives with simultaneous acquisition of intensity and phase data at ultra high resolution. It is compatible with any optical microscope equipped with a video port and offers qualitative cell imaging, accurate quantitative measurements and time lapse monitoring of 3D cell morphology, without contrast agents and specialized optics for free space manipulation. Fluorescence, confocal or TIRF images can be acquired using the same objective while providing simultaneously 3D cell imaging. Cells can remain in situ in their growth medium using standard incubation flasks, Petri dishes or multi well plates. Unlike DIC or Phase Contrast techniques with halo or gradient side effects, BioPhase delivers true quantitative phase data for counting or volume measurements.