thanks bobby... it does work well... I've done it several times... it's just that moving the density image w/in the 'border' of your terrain, and scaling the map to fit the terrain properly is difficult... actually I was applying the material w/ the density map to planes on a certain 'layer' in my .3ds file... I'm wondering if there's a quick way to get the map to scale itself to fit the extents of the planes on that layer.