Thank you all for your help with my Problem, especially Joe Miller with the Projector! extension. My original problem is at the end. My solution was to use the Projector! extension. Here's the step by step of what I did for dense people like me. I hope this helps others with similar dilemmas to what I had. 1. Opened the themes I needed to change. Went to View-->Properties, and changed Map Units to Meters(because I was changing it using a UTM projection), Distance Units to Unknown. 2. Clicked on the Projector! Button. It asked for Input Projection, I put in UTM 83, Zone 13 (what my DOQ's are). Output Projection, I selected Decimal Degrees. 3. I followed the rest of the directions and the output file was in Lat,Long. I was then able to project the view and everything lined up!! Thank you to those who offered help and solutions!! Eric Gakstatter: "The best solution is to get your CAD data in a standard map projection instead of trying to fit your data to it. It is a pretty common problem. The way to go about it depends on what accuracy you want the CAD data to maintain. If you can find points in the CAD file that you also took GPS points on, then you can reproject your CAD data based on the GPS data...or I've also used DIQs to reproject CAD data, but the accurayc is not as good." Joe Miller: "My approach would be to use the Projector! (yes, the name includes the Exclamation point) extension which can be found on the ESRI website and which I attach to this message. Try re-projecting the shapefiles with this extension and see if they line up properly." Margaret Gooding: "You need to project the individual shape files. Projecting the view will not work in this case. You need to know what projection and datum the original files were based on. Then check the projection extension in ArcView 3.2 and use the projection wizard to project your files. I have done this and it works well." John MacNaughton: "You will have to project everything into the same projection, You will have to define all your projections properly first, then you will need to "project" them all into a common projection. In 8.1 use the toolbox to do this. In 3.2 you will need to download some projection tools." Original email: I have a problem that I hope you can help me solve. I've got some shapefiles based on a CAD file that overlay a DOQ when it ISN'T projected. I now have GPS files that the DOQ MUST be projected for them to line up. Is there a way to convert the shapefiles so that they will lie ontop of the DOQ when it is projected? I've tried changing the files into DXF's and than using a worldfile to place them with the GPS points. When I do that they show up when I project the View, but are crooked or totally off in the proportions. If a worldfile allowed three points, it would work, but unfortuanetly I haven't found a way for that yet. _________________________________________________________________ Get your FREE download of MSN Explorer at http://explorer.msn.com/intl.asp