The 2D wave-equation dispersion (WD) inversion method is extended to 3D wave-equation dispersion inversion of surface waves for the shear-velocity distribution. The objective function of 3D WD is the frequency summation of the squared wavenumber [Formula: see text] differences along each azimuth angle of the fundamental or higher modes of Rayleigh waves in each shot gather. The S-wave velocity model is updated by the weighted zero-lag crosscorrelation between the weighted source-side wavefield and the back-projected receiver-side wavefield for each azimuth angle. A multiscale 3D WD strategy is provided, which starts from the pseudo-1D S-velocity model, which is then used to get the 2D WD tomogram, which in turn is used as the starting model for 3D WD. The synthetic and field data examples demonstrate that 3D WD can accurately reconstruct the 3D S-wave velocity model of a laterally heterogeneous medium and has much less of a tendency to getting stuck in a local minimum compared with full-waveform inversion.