Recent advances in optical processing have created an opportunity to build massively parallel processing units which are comparable in size to current desk top computers. This massive parallelism promises orders of magnitude increase in processing speed and the optical nature of the system makes it ideal for image and array processing. To date, the primary roadblock in recognizing the potential of optical processors is the input and output devices. Because the actual processing literally occurs at the speed of light, the I/O interface creates a system bottle-neck which limits overall system throughput. High frame rate spatial light modulators capable of independently modulating both phase and amplitude are key to addressing this problem. SMD proposes the development of a pixelated Spatial Light Modulator (SLM) array, where each pixel independently modulates both phase and amplitude. SMD has previously demonstrated high-speed, amplitude-only SLM's for use in optical processing systems. This technology base will be extended to a new SLM architecture which also includes phase modulation.