The present invention describes a system for changing the properties of the lenses to create changes in focus, magnification, and optical stabilization without changing the shape of the lens or moving the lenses. It uses an acoustic wave that when propagated through the lenses, creates a standing wave that changes the diffractive capabilities of the lens. It involves the properties of many materials to change the diffractive properties when subjected to acoustic waves. The acoustic waves are generally accomplished with a piezo electric transducer or modulator. The frequencies used are in the RF range, depending on the substrate. Substrates used include glass and silicon, as well as more esoteric transparent materials. The system described in the present invention involves the development of a lensing mechanism that comprises one or more acoustio-optic modulator(s), a transparent or semi-transparent substrate where the modulation is applied, and a non-parallel standing wave being propagated in the substrate.