This is an 800x600x256 bitmap, but actually looks best on a 1024x768 desktop with the background color set to WHITE. For those who don't know, place the .BMP in your \OS2\BITMAP\ directory, right-click on the desktop, select Settings from the popup menu, select the Background notebook tab, select Change Color, set color to white, un-tick Color Only, select the bitmap pulldown list, and find TakeOver.BMP in the list. Then close the Desktop settings notebook! soundy@nextlevel.com