A new prototype adaptive deformable mirror for future AO-systems is presented that consists of a thin continuous membrane on which push-pull actuators impose out-of-plane displacements. Each actuator has ±10?m stroke, nanometer resolution and only mW’s heat dissipation. The mirror’s modular design makes the mechanics, electronics and control system extendable towards large numbers of actuators. Models of the mirror are derived that are validated using influence and transfer function measurements. First results of a prototype with 427 actuators are also presented.