GrafX2. It''s really good. Works a lot like Deluxe Paint II Enhanced. It still needs a bit more work to be really good, but hey, it''s free. A lot of demo graphicians use it. http://www-msi.ensil.unilim.fr/~maritaud/sunset Also, as a side note, you might want to check out Artgem. It''s got a pretty cool interface, supports layers, and truecolor. It''s shareware though. http://rlvision.com/artgem.html