I just uploaded a simple particle system demo along with the source code. It works with the D3DX utility library for Direct3D, and correctly aligns the particles to the view (unlike Microsoft''s "Fireworks" demo program. ) So, if you want it, you can download it at my website (see my signature.) I can''t promise that the code is the most readable or commented, but at least it''s a good example. lntakitopi@aol.com | http://geocities.com/guanajam/