To preserve link quality of mobile phones, under fluctuating user conditions, an adaptively controlled series-LC matching circuit is presented for multi-band and multi-mode operation. Following a bottom-up approach, we discuss the design of an RF-MEMS unit cell for the construction of a 5-bit switched capacitor array. To reduce dielectric charging of the RF-MEMS devices their average biasing voltage is minimized by applying a bipolar waveform with a small high/low duty-cycle obtained from a high-voltage driver IC. RF-MEMS capacitive switches are applied because of their high linearity, low loss, large tuning range, and easy control in the discrete domain. Application specific RF-MEMS pull-in and pull-out voltage requirements are derived. An impedance phase detector is used to feed mismatch information to an up-down counter providing robust iterative control. The measured MEMS array capacitance tuning ratio is almost a factor 10. Module insertion loss is 0.5 dB at low-band and high-band. Harmonic distortion is less than -85 dBc at 35 dBm output power and the EVM, measured in EDGE-mode, is less than 1% at 27 dBm . The adaptively controlled module, connected to a planar inverted-F antenna, shows desired impedance correction. For extreme hand-effects the maximum module impedance correction at 900 MHz is -75jOmega.