Electrically tunable adaptive lenses provide several advantages over traditional lens assemblies in terms of compactness, speed, efficiency, and flexibility. We present an elastomer-liquid lens system which makes use of an in-line, transparent electroactive polymer actuator. The lens has two liquid-filled cavities enclosed within two frames, with two passive outer elastomer membranes and an internal transparent electroactive membrane. Advantages of the lens design over existing systems include large apertures, flexibility in choosing the starting lens curvature, and electrode encapsulation with a dielectric liquid. A lens power change up to 40 diopters, corresponding to focal length variation up to 300%, was recorded during actuation, with a response time on the order of tens of milliseconds.