The advent of laser cooling techniques revolutionized the study of many atomic-scale systems. This has fueled progress towards quantum computers by preparing trapped ions in their motional ground state [1], and generating new states of matter by achieving BoseEinstein condensation of atomic vapors [2]. Analogous cooling techniques [3, 4] provide a general and flexible method for preparing macroscopic objects in their motional ground state, bringing the powerful technology of micromechanics into the quantum regime. Cavity optoor electro-mechanical systems achieve sideband cooling through the strong interaction between light and motion [5][6][7][8][9][10][11][12][13][14][15]. However, entering the quantum regime, less than a single quantum of motion, has been elusive because sideband cooling has not sufficiently overwhelmed the coupling of mechanical systems to their hot environments. Here, we demonstrate sideband cooling of the motion of a micromechanical oscillator to the quantum ground state. Entering the quantum regime requires a large electromechanical interaction, which is achieved by embedding a micromechanical membrane into a superconducting microwave resonant circuit. In order to verify the cooling of the membrane motion into the quantum regime, we perform a near quantumlimited measurement of the microwave field, resolving this motion a factor of 5.1 from the Heisenberg limit [3]. Furthermore, our device exhibits strong-coupling allowing coherent exchange of microwave photons and mechanical phonons [16]. Simultaneously achieving strong coupling, ground state preparation and efficient measurement sets the stage for rapid advances in the control and detection of non-classical states of motion [17,18], possibly even testing quantum theory itself in the unexplored region of larger size and mass [19]. The universal ability to connect disparate physical systems through mechanical motion naturally leads towards future methods for engineering the coherent transfer of quantum information with widely different forms of quanta.Mechanical oscillators that are both decoupled from their environment (high quality factor Q) and placed in the quantum regime could allow us to explore quantum mechanics in entirely new ways [17][18][19][20][21]. For an oscillator to be in the quantum regime, it must be possible to prepare it in its ground state, to arbitrarily manipulate its quantum state, and to detect its state near the Heisenberg limit. In order to prepare an oscillator in its ground state, its temperature T must be reduced such that k B T < Ω m , where Ω m is the resonance frequency of the oscillator, k B is Boltzmann's constant, and is the reduced Planck's constant. While higher resonance frequency modes (> 1 GHz) can meet this cooling requirement with conventional refrigeration (T < 50 mK), these stiff oscillators are difficult to control and to detect within their short mechanical lifetimes. One unique approach using passive cooling has successfully overcome these difficulties by using a piezoelectric dilatation osci...