This proposal describes a new concept to drive MEMS DMs using low-power, high-voltage multiplexing. Compared to other reported approaches, the proposed architecture will reduce power consumption by a factor of one hundred, to a level of a few hundred milliwatts. This estimate is supported by direct measurements obtained from prototype modules that were demonstrated in Phase I research. In the Phase II project we will scale up this innovative circuit DMs that Boston Micromachines Corporation (BMC) developed for NASA in support of the Terrestrial Planet Finding program. At the same time, we will reduce the driver's size in two successive stages of integration. In the first stage, we will implement a hybrid packaging approach in which a 993-actuator DM, HV amplifier, multiplexer components, and power supplies will all be co-located on a common multi-layered circuit board. With this driver we will demonstrate both low power consumption (~300mW) and high precision (~10pm). In the second stage of integration, we will design, fabricate, and test a High Voltage Application-Specific Integrated Circuit (HV-ASIC) version of the multiplexing architecture using a commercial foundry. We will combine a number of these 256 channel HV-ASIC modules into a driver for a 3063 actuator DM that is currently being developed by BMC to support NASA's coronography goals.