ok, thanks for answer. I had downloaded tweakui from ms site, there I found "rebuild cache", cache was rebuilt successfully... but icons remain like 16 colors... I also checked registry key HKEY_CURRENT_USER\Control Panel\Desktop\WindowMetrics there Shell Icon BPP set to 32 -- no effect. after switching to 24 bpp video mode all icons displayed correctly, but I can't use this mode at my monitor, only 16 bpp. XPero, how does you think, that could affect my icons? may be incorrect uninstall of Xpize? as I remember, the problem appeared after launching "xpize settings" and switching icons to 64pixels size. what kind of changes were made at this time? I'll thank to any ideas, registry keys, pathed file names etc.