thanks, but that isn't my problem. It will probably helpful if I explain what I want to do. I have an animated icon 12 frames long, I also want it to change color depending on what the application is doing, however I don't want to end up making 76 different icons. I need to access the pixel data so I can overlay a color with 3dnow and mmx, so I need access to the actual memory or load the icon myself and if possible, set the data up the same way the data is set up that a HANDLE points to, and point my HICON at it.