Many thanks to all who came to my aid with ImageWarp. For my particular situation it appears that Mark Jones' explanation seems to fit the best. I had in fact reduced the number of colors in my image in an effort to manage file size -- I suspect that is where things started to go wrong. Mark Jones: I've had a similar problem, it seems to occur when there are very few 'colors' in the image. It appears that the ImageWarp extension defaults to a color ramp of at least 256 colors, so when there are few image colors they all end up at the same end of the ramp. What I've been able to do is edit the image legend and manually change the color map for each individual color. With images I've warped with a large number of colors (greyscale or color), I haven't had this problem. Hope this helps... Don Sluter: As I recall, this has happened a couple of times when I was warping Black and white Tiff files. I opened the resulting tiff file in photoshop, and played with the brightness settings. I think that you can also play with the color ramp and get a viewable image. You may want to save as a jpg instead of a tiff. Hth, Don Lance Morris: Hey Joe; sis you copy/rename the world file over as well? I am not certain if theat will make a diff. I hope this helps Ian Reid: Joe, Yeah I recall something like that. It was due to operator error in my case. Make sure you are entering the coordinate pairs in the right sequence, and calculating the RMS at the right time. In my version of the extension the "Help" is broken. I can't remember if imagewarp allows you to manually enter coordinates. If so, you may (or may not) have to use negative longitudes for west of Greenwich. Good luck, Ian Russell Sprague: joe, yes i have the same problem. i convert the tif image to a jpeg image then run image warp. i also save the referenced image as a jpeg. if you need it as a tif image, you can resave the jpeg image as a tif. hope this helps, russell sprague