Thanks for your kind comments! It wasn't a program, but a simple registry edit. I recommend Virtual Plastic for freeware advice on how to skin Win98SE (and more recent OSes too). I quote: "With IE4+ installed you can define a bitmap to be displayed behind your toolbars, in explorer and internet explorer: * Open regedit and find the key HKEY_CURRENT_USER\Software\Microsoft\Internet Explorer\Toolbar; * Select, and on the right, rightclick and add a new string value, name it "BackBitmap"; * Rightclick on it, choose modify; * Specify the path to your bitmap (.bmp !) and close. If you've got IE5 installed, the BackBitmap still works then. But you may insert another string value called "BackBitmapIE5". The normal one will work for your general explorer windows; the new bitmap is specific for IE5 and Outlook! Running IE6, or using Windows XP, though it comes with IE6, the BackBitmapIE5 value is still the same, but the string value for the explorer toolbar is now called "BackBitmapShell" (same key). Still, BackBitmap works too." As it says, with IE6 and Win98 you can specify two different bitmaps. I'm using the green one for the general explorer window, and a blue one for Outlook Express. Going on the screenshots from places like Winsupersite and IStartedSomething, it looks like there are actually 4 different colours for the toolbars in Vista: silver (applications), green (file explorer), black (media) and blue (PIM stuff). Anyway, it's a work in progress... today I changed the HTML code for the explorer shell (as well as the webview details pane graphic on the left), the mouse cursors and the default system font to Segoe UI. Still hate the box around the start button!