kPad, by Konstantin Boukreev http://www.codeproject.com/wtl/kpad.asp?print=true This is the tiniest freeware rtf editor I've yet to see. In shareware, radsoft.net has rixedit and family, which are surely the smallest of all time. In freeware, Notehalf might be mentioned. It is 160k. Well, not counting its vb dependencies, ie the 1.4mb msvbvm60.dll. Either way, those are both SDI, one document per instance. kPad is tabbed. I am convinced kPad is the smallest functional tabbed rtf editor out there. It is 104k. Then UPX, that brings it down to 54k (!). It does richtext: those basics, such as font styles and colors. It does not do OLE, such as pics insertion. It has persistent settings, including your preferred background color. It keeps a recents docs list under the File manu. It has internal drag-drop, where you can move text around with your mouse. It is hyperlink aware. I tested with "http://" and with "file:". It will of course open .txt. But its orientation is .rtf. By this, I mean that it will offer up formatting commands on opened .txt files, and that the New File command defaults to giving a name with an .rtf extension. OTOH, it is flexible in the Open dialog, which defaults initially to *.*. On the New File operation, it is has a good, considerate autonaming feature. It automatically provides you provisional, unique names. New1.rtf, New2.rtf, New3.rtf, etc. While this is a demo, a beta, I haven't been able to spot any problems or significant shortcomings. The only small matter I've noticed. When I drag a document onto a link for it, the display is an SFN (shortf~1.rtf) instead of the LFN. Only that one circumstance. It of course can read and write LFNs, and things are fine in the Open/Save interactions. You can open files from the explorer by dropping them onto its document window. There is one thing I noticed. It was fine with that up to about a 300k size, but GPF'ed on me with files larger than that. When I tried those same test files in the Open/Save, it was fine. About filesize max. That might be fairly intertwined with the strength of your hardware. Largest file I tried was 1.5mb, and it did manage to open that, but got pale and sweaty in the struggle for a bit, until at last succeeding in heaving it up. That was a text file. I don't think I have any simple .rtf files that are that large. My larger ones have embedded pictures, which a non-OLE rtf editor like this cannot display. Here is a small result, though. It was fine with a 500k .rtf I handed it. Then on a multimeg .rtf, it failed, displayed only a fraction of it. About the richtext files this can read and write. Again no OLE/pics. And too: the files need to be the low-end of the rtf file format. It does not handle tables very well (alignment is skewed and so on). But hey, At 104k, I don't really expect the sophistication found in those editors that are closer to the scale of word processors. Conclude. I recommend this for fans of SMALL. I stand by the assertion that no tabbed rtf editor gets close to how compact this is. Eh, but about the download. In case you've not previously used codeproject. You need to make an email identity + password, which they store in a cookie, and required for getting files from them. You can use an imaginary email address (there is not a confirm process), and do not have to fill out long BS forms (zipcode etc). So the signup is pretty brief, other than entailing some extra clicking until you have created your codeproject cookie. Here is the URL again: http://www.codeproject.com/wtl/kpad.asp?print=true -- Karen S.