Smart materials, containing sensors, actuators and processing electronics, are of great potential use in defense and commercial applications from acoustic stealth to medial imaging. While 1:3 composites using PZT rods are now available commercially in limited quantities, composites with individually addressable actuator and sensor arrays are not, nor have conditioning and processing electronics been embedded in the same material. There are several technical and cost reasons for this, including the complexity of interconnections, capacitance of individual elements, thermal dissipation, and the expense of fabricating the material. We have been developing composite materials comprising arrays of miniature actuators fabricated using surface mount capacitor technology, and amenable to automated fabrication using `pick and place' techniques. Miniature actuators with up to 0.1% strain, and operating at 30 V bias and ac swing of +/- 30 V have been fabricated, and placed in 10-by- 10 actuator arrays on Kapton sheets on which circuits have been printed. The arrays were then `potted' in RTV liquid rubbers. Individual actuator motion and multiple actuator influence functions were measured as a function of applied voltage and adjacent actuator motion. These results, along with in-water performance (source level and directivity), are presented.