3D reconstruction of highly textured surfaces like those found in roads, as well as unvegetated (rock-like) terrain is of major interest for applications like autonomous navigation, or the 3D modeling of terrain for mapping purposes. We describe a system for automatic modeling of such scenes. It is based on two frame CCD cameras, which are tightly attached to eachother to ensure constant relative orientation. One camera is used for the acquisition of photogrammetrically measure reference points, the other records the surface images. The system is moved from the first position to the next by an operator carrying it. Automatic calibration using the images acquired by the calibration camera permits the computation of exterior orientation parameters of the surface camera. A fast matching method providing dense disparities together with a robust reconstruction algorithm renders an accurate grid of 3D points. We also describe procedures to merge stereo reconstruction results from all images taken, and report on accuracy, computational complexity, and practical experience in a road engineering application.