The objective of this Phase II proposal is to explore the development of a new, low-cost, high-reliability, high-definition prototype three-color projection display system. The proposed Membrane Projection Display (MPD) system consists of three electron- beam-addressed Membrane Light Modulators (e- MLMs) that are read out in reflection with the red, green, and blue components of a single high- brightness lamp. The e-MLM makes use of Optron's proprietary high-density, multi-conductor Charge Transfer Plate (CTP) which acts as a supporting substrate for the membrane. The CTP, which consists of a dense array of longitudinally-oriented conducting pins embedded in a wafer of insulating material, enables the electron-gun-deposited charge distribution to electrostatically deform the highly reflective metallized membrane which is stretched over wells etched into the CTP. Schlieren filtering of the light reflected from the three e-MLMs yields an intense, high-contrast-ratio image that is projected with an achromatic imaging system onto a high-gain screen. High brightness and multi-color image registration are achieved by use of the zero-order readout beams. The e-MLM offers flickerless operation, is computer controlled, and offers the possibility of mixing different display formats (e.g., graphics, text, standard video images) on the same screen simultaneously, and in real-time. The MPD system to be developed in this program will have a 75-mm diameter active area that will contain 1,000 x 1,000 pixels, offer 60Hz framing rate, and projection into a 40o field of view with 2000 lumens at the screen.