Looks like a custom terrain (large) with a gradient in it to make the swell, and a water texture to complete the effect, blended into the infinite plane. These are always fun. Where I get frustrated is trying to make a breaking wave. I've read where you can "draw" the cross section of the breaking wave in the terrain editor, convert the terrain to a symmetrical lattice and stretch it along the y-axis. Place it onto you water plane, and add some texture for the foam. Gee, it sounded easy when I read it. I've never been satisfied with my accomplishments, though. -ScottK