Why not just use twm? It works well in 8-bit color, and can be easily customized in it's .twmrc file. It's not gorgeous (like enlightnment), or really useful (like window maker). But it works and if you throw gnome on top of it, it's pretty slick. It has it's annoyances of course, but don't they ALL. :) Yes this was typed on a laptop running xdm with twm as the default window manager.....:) Jeff