Abstract: We present a glasses-free 3D display design with the potential to provide viewers with nearly correct accommodative depth cues, as well as motion parallax and binocular cues. Building on multilayer attenuator and directional backlight architectures, the proposed design achieves the high angular resolution needed for accommodation by placing spatial light modulators about a large lens: one conjugate to the viewer's eye, and one or more near the plane of the lens. Nonnegative tensor factorization is used to compress a high angular resolution light field into a set of masks that can be displayed on a pair of commodity LCD panels. By constraining the tensor factorization to preserve only those light rays seen by the viewer, we effectively steer narrow high-resolution viewing cones into the user's eyes, allowing binocular disparity, motion parallax, and the potential for nearly correct accommodation over a wide field of view. We verify the design experimentally by focusing a camera at different depths about a prototype display, establish formal upper bounds on the design's accommodation range and diffraction-limited performance, and discuss practical limitations that must be overcome to allow the device to be used with human observers.