A new high-definition projection display will be developed. This display is of interest due to its intrinsic low-cost and repairability. The display makes use of a high-density multi-conductor charge transfer plate developed by Optron Systems that enables an e-beam deposited charge of electrostatically deform a metallized membrane. Schlieren filtering of light reflected from the membrane then yields an intense and high-dynamic- range image that is projected with an achromatic lens system onto a high-gain screen. Frame rates up to 150 Hz with flickerless operation should be readily attainable. In addition, these framing rates will permit three- dimensional displays of large color images with the aid of passive polarizing glasses. Furthermore, due to its nature, this display can ultimately offer the possibility of mixing different display formats on the same screen, in real-time. The Phase I program will focus on the development of a prototype monochrome light modulator with a 30 Hz frame rate 104 pixels and projection into a lm2 screen.