The architecture, operation, and performance of a new two-dimensional, optically addressed, membrane spatial light modulator are described. The modulator, the optical-to-optical deformable mirror device, consists of an array of 128 X128 deformable mirror elements on 25 .im centers integrated on silicon. The device exhibits a sensitivity of 1.7 jJ/cm2 at 525 nm, write times of 25 i. is, and erase times of 40 I.Ls. Images are read out with near-IR illumination. The device can be used to convert incoherent images to coherent images for optical information processing applications.