The win32 directory contains 3 projects (*.dsp) and a workspace (tarkin.dsw). One must load the tarkin.dsw file in VC6++. The main project is the "tarkin_lib" project which outputs an static lib that is linked by the other 2 projects "test_enc" and "test_dec" in win32 console applications. One must be sure that the OGG project resides in the same directory as W3D and then it should compile right away. There are no other directory dependencies. The DEBUG application outputs a lot of PGM files because of the DBG_XFORM define. The RELEASE do not output these files. Regards, Attila Kondoros Attila