There is increasing interest in real-time autostereoscopic 3D displays. Such systems allow 3D objects or scenes to be viewed by one or more observers with correct motion parallax without the need for glasses or other viewing aids. Potential applications of such systems include mechanical design, training and simulation, medical imaging, virtual reality, and architectural design. One approach to the development of real-time autostereoscopic display systems has been to develop real-time holographic display systems. The approach taken by most of the systems is to compute and display a number of holographic lines at one time, and then use a scanning system to replicate the images throughout the display region. The approach taken in the ICVision system being developed at the University of Alabama in Huntsville is very different. In the ICVision display, a set of discrete viewing regions called virtual viewing slits are created by the display. Each pixel is required fill every viewing slit with different image data. When the images presented in two virtual viewing slits separated by an interoccular distance are filled with stereoscopic pair images, the observer sees a 3D image. The images are computed so that a different stereo pair is presented each time the viewer moves 1 eye pupil diameter (approximately mm), thus providing a series of stereo views. Each pixel is subdivided into smaller regions, called partial pixels. Each partial pixel is filled with a diffraction grating that is just that required to fill an individual virtual viewing slit. The sum of all the partial pixels in a pixel then fill all the virtual viewing slits. The final version of the ICVision system will form diffraction gratings in a liquid crystal layer on the surface of VLSI chips in real time. Processors embedded in the VLSI chips will compute the display in real- time. In the current version of the system, a commercial AMLCD is sandwiched with a diffraction grating array. This paper will discuss the design details of a protable 3D display based on the integration of a diffractive optical element with a commercial off-the-shelf AMLCD. The diffractive optic contains several hundred thousand partial-pixel gratings and the AMLCD modulates the light diffracted by the gratings.