A technique is reported that circumvents the complications and limitations inherent with existing approaches, while satisfactorily addressing the requirements for conjugation, thresholding, phasing, and spatial bandwidth. The technique involves placing a liquid crystal light valve (LCLV) in series with a phase conjugate mirror (PCM). In principle, most classes of spatial light modulator can be used, as can any class of PCM (self-pumped, externally pumped, etc.). In both cases, the LCLV is configured as a threshold reflector, while the PCM is used to phase-up and retroreturn the threshold information. Since all the information is incident onto a common PCM, even a self-pumped device can be used; in general, all the conjugated components will maintain the same relative phase relationships to each other before and after conjugation. The thresholding nature of the LCLV is obtained by an optical feedback loop. The PCM compensates for phase distortions present in the optical train, including the LCLV itself, by a double-pass geometry. Hence the spatial fidelity of this processor is expected to be high.