I got several responses on this. Thank you for all that responded. There are basically two ways to do this, as described below. However, both involve creating a extra theme, either a copy of the orignal or converting labels to an annotation theme. This works, but if you need to do this for more than one or two themes in a view, your TOC quickly becomes cluttered. And if you move the annotated one down to the bottom, you likley will have problems with one theme covering the annotations. hoepfully ESRI will make this a core cpability in future version of AV, or maybe ArcGIS 8.1. Scaled Labels Response 1. Attach the labels to a new theme, which is out of sight and set the minimum and maximum scale for this theme · create a new point theme with one point (somewhere out of the extent you want to look at) · detach all graphics from the theme which labels · select all graphics · attach all labels to this new point theme · set minimum and maximum scale in the theme properties. Response 2. You could use the script on the ESRI ArcScripts page to convert your text to an shape file or annotation coverage...and then when you load it as a theme....you could set the scale factors for minimum and maximum display in the Theme properties dialog. Response 3. Two ideas: A) Convert your labels to an annotation theme or avt file--See the ArcScripts page. Then set the theme scale properties for the annotation theme. B) Duplicate the theme. Make one theme transparent, but keep the labels-->set the scale properties. Make the other theme always visible. Response 4. The only thing I can think of to allow you to have labels turn off independent of the theme is to have two themes. One with the labels at small scale, the second without the labels are large scale. This is clunky, but it does work. The second theme holding the labels doesn't need to be a copy of the first theme. In fact, I just tried it with a point theme with a single point. I changed the display of the point to clear. It didn't show in the View, but it did allow me to attach the graphics from my other theme. Check the online help for Attaching and Detaching Graphics if you don't know how to do that. I then set the display scale for the point theme with the labels. When I zoomed in, it turned off the labels and left my original theme.