Scanning acoustic microscopy (SAM) has been a wellrecognized tool for both visualization and quantitative evaluation of materials at the microscale since its invention in 1974. While there have been multiple advances in SAM over the past four decades, some issues still remain to be addressed. First, the measurement speed is limited by the mechanical movement of the acoustic lens. Second, a single element transducer acoustic lens only delivers a predetermined beam pattern for a fixed focal length and incident angle, thereby limiting control of the inspection beam. Here, we propose to develop a phased-array probe as an alternative to overcome these issues. Preliminary studies to design a practical high frequency phased-array acoustic microscope probe were explored. A linear phased-array, comprising 32 elements and operating at 5 MHz, was modeled using PZFlex, a finite-element method software. This phasedarray system was characterized in terms of electrical input impedance response, pulse-echo and impulse response, surface displacement profiles, mode shapes, and beam profiles. The results are presented in this paper.