A spatial light modulator (SLM) having a phase mask that is provided as an internal component thereof. The phase mask can be provided as a multilevel surface of relatively higher index of refraction material on an inner surface of a transmissive cover window or as a separate transmissive window between the cover window and the pixels of the SLM. If the phase mask is to be used with a liquid crystal SLM, then it may be desirable to planarize the surface of the cover window contacting the liquid crystal by providing a layer of relatively lower index of refraction material adjacent the multilevel surface. The phase mask can also be provided on the transmissive cover window by patterned ion deposition, exposing patterned light to a photopolymeric material, or in some other suitable fashion. Arranging for the pixel electrodes to be at one of multiple levels rather than lying in an exactly planar relationship can also effectively create the phase mask.