Ok - so here is my code: glBindTexture(GL_TEXTURE_2D, g_Jpeg.TextureDataArray[0]); glBegin(GL_QUADS); glTexCoord2f(1.0f,1.0f); glVertex3f(1.0f,1.0f,0.0f); glTexCoord2f(0.0f,1.0f); glVertex3f(0.0f,1.0f,0.0f); glTexCoord2f(0.0f,0.0f); glVertex3f(0.0f,0.0f,0.0f); glTexCoord2f(1.0f,0.0f); glVertex3f(1.0f,0.0f,0.0f); glEnd(); //MULTI TEXTURING PROCEDURE glTranslatef(1.5f,0.0f,0.0f); glActiveTextureARB(GL_TEXTURE0_ARB); glEnable(GL_TEXTURE_2D); glBindTexture(GL_TEXTURE_2D, g_Jpeg.TextureDataArray[1]); glActiveTextureARB(GL_TEXTURE1_ARB); glEnable(GL_TEXTURE_2D); glBindTexture(GL_TEXTURE_2D, g_Jpeg.TextureDataArray[2]); glBegin(GL_QUADS); glMultiTexCoord2fARB(GL_TEXTURE0_ARB, 1.0f,1.0f); glMultiTexCoord2fARB(GL_TEXTURE1_ARB, 1.0f,1.0f); glVertex3f(1.0f,1.0f,0.0f); glMultiTexCoord2fARB(GL_TEXTURE0_ARB, 0.0f,1.0f); glMultiTexCoord2fARB(GL_TEXTURE1_ARB, 0.0f,1.0f); glVertex3f(0.0f,1.0f,0.0f); glMultiTexCoord2fARB(GL_TEXTURE0_ARB, 0.0f,0.0f); glMultiTexCoord2fARB(GL_TEXTURE1_ARB, 0.0f,0.0f); glVertex3f(0.0f,0.0f,0.0f); glMultiTexCoord2fARB(GL_TEXTURE0_ARB, 1.0f,0.0f); glMultiTexCoord2fARB(GL_TEXTURE1_ARB, 1.0f,0.0f); glVertex3f(1.0f,0.0f,0.0f); glEnd(); The problem is that when i render with multi texture the image from the normal texture is the first image from multitexture. so the image from here->g_Jpeg.TextureDataArray[0] becomes the image from here g_Jpeg.TextureDataArray[1]. Strange. When i comment this line glActiveTextureARB(GL_TEXTURE1_ARB); everything simes to work fine. Can you tell me where is the bug in my code. Thx!