Abstract: The improved modulator of this invention is constructed by sandwiching a metal screen between a photoconductive layer and an insulating layer which permits processing of the multi-layered element by directing all processing steps against the photoconductive surface so as to provide separate and distinct fringing fields across the insulating layer which correspond to the image and non-image portions of the subject matter to be reproduced. The processing steps call for first applying a blanket DC electrostatic charge from a DC biased corona, followed by the application of a DC charge, from a DC biased corona, which is opposite in polarity to the charge applied in the first step, and a third step in which the entire member is flood illuminated to place the photoconductive layer in a conductive state.