This proposal describes a plan to demonstrate feasibility of a device that will enable routine high-resolution, high-contrast retinal imaging - a long-stroke micromachined deformable mirror for use in ophthalmic adaptive optics systems. A principal goal will be to develop long stroke MEMS-actuator arrays suitable for use as a platform for deformable mirrors that will permit diffraction-limited retinal imaging through dilated pupils in at least 90% of the human population. Successful long-stroke actuator prototypes will be used to develop a MEMS-DM in Phase II. A second goal will be to produce a compact, adjustable wavefront correction module that combines MEMS-DMs, control electronics, a novel optical doubler that extends the DM's effective wavefront stroke, and software drivers allowing cross-platform functionality to the system. This module will provide a portable platform for insertion of MEMS-DMs into ophthalmic AO systems, and will facilitate modular insertion of the DM in retinal imaging platforms. Higher resolution retinal imaging systems will permit earlier diagnosis and treatment of retinal diseases, including diabetic retinopathy and age-related macular degeneration.