We describe the optical design of an optoelectronic 3-D system that is being developed by the Optoelectronic Computing Systems Center at the University of Colorado to prove the utility and viability of 3-D computers that use free-space optical interconnects to achieve a high degree of global connectivity among the PEs of a fine-grained parallel computer. The features of the VCSEL array as a source of coherent emission for hologram reconstruction and the CGH design procedure are discussed. An optical design in paraxial approximation of the 3-D computer with bidirectional 8 x 8 holographic interconnects is presented. The effect of VCSEL wavelength variation on diffraction crosstalk is estimated. The aberration in optical system based on the shelf objective is calculated, and a distortion compensation procedure is proposed.