Does anyone know where I should be looking specifically within the Oblivion data folder to fix this problem? Aside from the obvious terrain textures, that is. Or ever seen anything like this? Distant terrain drawing looks fine, problem is just medium distance & near terrain. Water is unaffected as are dungeons/caves. I have too many mods loading to list here, though probably the most pertinent ones I am running are Qarl's Texture Pack 3, Natural Environments, and a handful of landscapes such as rolling hills, entius gorge, etc. If helpful, I can post screenshots of my Oblivion Mod Manager load order. ES4 has the latest patch and I have both Shivering Isles & Knights of the Nine. I've disabled various mods & changed load order in hopes there was a conflict, but the problem persists. I have also adjusted texture size & other settings within the video options, but that didn't help either. The game runs fine aside from this nuisance. http://home.austin.rr.com/eljefe/images/screenshot1_sm.jpg http://home.austin.rr.com/eljefe/images/screenshot2_sm.jpg I'd prefer not to have to uninstall/reinstall Oblivion and load mods one at a time to identify the problem... System is a custom built Core2Duo box running XP Pro 64-bit, video card is evga superKO ACS3 Geforce 8800GTS 320MB (latest WHQL drivers installed), 4GB RAM.