The design, fabrication and initial testing of aprototype fully lamda/2 sampled, 2500 element 2Dphased array is presented. The array utilizes a uniqueZ-axis electrical conductivity backing layer, to provideboth acoustic attenuation and electrical interconnectfor the signal channels. The electrical interconnectis designed to be in the acoustic shadow of thetransducer elements so as to minimize the foot print of the array. A modular, demountable Pad Grid Arrayinterconnect is used to connect to the backing of thearray.Results are presented for measurements of the single element properties of electrical impedance, pulse echowaveform and spectrum, directivity and cross talk.