JPEG uses a 'lossy' compression technique. In a nutshell, it makes the image smaller by removing things. If you're specifying JPEG compression levels that are too high, that will adversely affect the visual quality of your JPEG. Depending on your paint program, the JPEG compression level can be expressed as a "quality level" or as a "compression level." You'd want to choose a high quality level or a very low compression level. Another thing to consider is the pixel dimensions of the tetxure itself. A texture has to be scaled and stretched in order to conform itself to the geometry of the model. As you probably already know, you can only scale and stretch a small pixel image to a limited extent before it becomes blocky and jagged and less defined. You can draw an analogy using sand paper. Think of the grains on a piece of sand paper as pixels. A sand paper with lots of grains (pixels) becomes a smoother, finer sand paper while sand paper with less grains is a rougher sand paper. Using that analogy, if your texture is made up of too few pixels (e.g. 640x480 as opposed to 2000x2000), the rougher it'll appear on the model. However, the MORE pixels you use to make up the texture, the SMOOTHER the texture will appear--- even upon close inspection. LeighP1 mentioned the use of TIFs. TIFs have the advantage of using a lossless compression technique so their visual quality remains at a consistent level regardless of the compression. TIFs also have the advantage of being able to internally carry a transparency map (aka alpha channel). This makes them great for textures that are "tiled" over a model because you can further "blend" the edges of the tiles together to reduce or even eliminate the seams between the tiles. You can also use this internal transparency map to layer textures and blend them together for neat effects. However, TIFs have the disadvantage of being quite large despite compression. So unless you're doing very high end work or require the use of TIF's internal transparency map, generally speaking you can get by with just using high quality (i.e. low compression) JPEGs. Most of the time, people won't be able to discern whether a JPEG or TIF was used as a texture, so you might as well go with the more economical JPEG format. Nukem