To install ImageWarp just unzip the ImageWarp.Zip file into a temp directory and then double click on the setup icon. For the installation directory you must choose your AVHOMEdirectory. If you are unsure of where this is then exit setup and run the following short script inside of ArcView GIS msgBox.Info(system.GetEnvVar("AVHOME"),"") This will tell you where your AVHOME is located. Next restart the install and select your AVHOME directory for the install directory. The default is c:\esri\av_gis30\arcview Files that will be installed are ImageWarp.avx into your EXT32 directory. ImageWarp.hlp into your ArcView help directory. ImageWarp.cnt into your ArcView help directory. ImageWarp.gid into your ArcView help directory. G2i.dll into your Bin32 directory. avdlog.dll into your Bin32 directory avdlog.dat into your Lib32 directory. To enable ImageWarp 2.0 you need to choose File->Extensions from the project menu and then find ImageWarp in the extensions dialog. Check ImageWarp in the extensions dialog and press OK. If you ever decide to uninstall ImageWarp you can do it by select the contol panel->add/remove programs and selecting ImageWarp. Before you do this make a copy of avdlog.dll and avdlog.dat which are in your bin32 and lib32 directories. The uninstall will remove these and if you are using Dialog Designer you need to put them back. Once you get ImageWarp installed you can get more help by choosing ImageWarp->Help from the project menu. If you have a problem or discover something I have missed you can email me at rcreed@earthlink.net -peace K.