Howdy all. I want to thank everyone who sent potential solutions to me! I really do appreciate all of your help. I especially want to thank Jeff Jenness for pointing me to a script that he wrote that does almost EXACTLY (minus a couple of table joins) what I need!! See below for my original question and Jeff's email: **************************************************************************** ***** Here is my need: I have two point shape files...one is ground truth, and one is derived from an algorithm that we are testing. I want to buffer the ground truth points (I understand how to do this) by say 20m, find out which points in the algorithm produced shapefile lie within each buffer, and calculate the distance to each from the point used to create the buffer it falls within....make sense? For my final product, I want to have a table that contains one row for each point in shape2 that was in a buffer (if one point falls within two buffers, then I would need a row for each). The columns should contain all of the info from the algorithm produced point, all of the info from the ground truth point (the buffer it fell within) and the distance between the two. Can anyone suggest a fairly simple solution, as I am not an ave programming genius (yet). :) I have been able to do parts of this, but I'm really stuck on the distances....i don't just want distance to the NEAREST point, which is what I've found info on up until now. Thanks in advance. I will gladly summarize your answers. Sherri **************************************************************************** ****** Sherri, I wrote an extension that might do what you're describing. It's called "Identify Features Within Distance", and you can download it at: http://www.jennessent.com/arcview/arcview_extensions.htm or http://gis.esri.com/arcscripts/details.cfm?CFGRIDKEY=453B5250-2720-11D5-943E 00508B0CB419 and there's an on-line manual you can look over at: http://www.jennessent.com/arcview/within_distance.htm Hope this helps! Jeff