In the design of an autostereoscopic display system we usually deal with trade-offs among resolution, number of viewing- zones, and brightness. A viewer-tracking-based autostereoscopic display, with a micro-retardation array for image splitting, can achieve reasonable balance among these properties simultaneously. However, the bulkiness due to the hard-to-decrease f-number of the field lens used to direct light to the viewer presents a problem. In this paper, we introduce a newly-developed flat-panel autostereoscopic display system. Instead of using a large format field lens, a precise lenticular plate, with an LCD tracking panel on its back focal plane, is attached to the LCD image panel and acts as both the backlight and the tracking device. The total depth of the system is condensed to the order of several centimeters under such a configuration. Both micro-retardation array and micro-prism can be used as the images splitter of such a system. In order to avoid the crosstalk caused by the optical leakage between adjacent columns, a vertically interlaced blazed grating should be used in place of the striped-wise micro-prism fabricated by mechanical machining. A display with 6' screen in diagonal is constructed for feasibility study, in which a micro-retardation array is used as the image splitter and combination of micro-retardation array and a polarizer is used to stimulate the tracking LCD. Detailed performance evaluation of the system is addressed.