A new adaptive pre-distortion algorithm is pre- sented for nonlinear systems with memory. The algorithm uses the out-of-band signal energy at the output of the nonlinear distortion to estimate the parameters of the pre-distorter. The proposed approach does not employ a direct comparison be- tween the input and output signals of the nonlinear distortion, thereby avoiding potential problems with measurement or down- conversion processes. It is shown to outperform the pth-order in- verse that tends to produce significant distortion for large inputs. The effectiveness of the pre-distortion algorithm is illustrated with simulation examples.