Polarization-independent phase-only modulation of a polymer-dispersed liquid crystal (PDLC) is demonstrated. In the low voltage region, PDLC is translucent because of light scattering. Once the voltage exceeds a saturation level, PDLC is highly transparent and exhibits phase-only modulation capability. Although the remaining phase is not too large, it is still sufficient for making adaptive microdevices, such as microlens. A tunable-focus microlens for arrays using PDLC is demonstrated. This kind of microlens is scattering free, polarization independent, and has fast response time.