This is for those using Classic Start Menu. For the ugly XP Start Menu style, see the post a few messages down. Here's how to change the Start Menu icons (Run, Help and Support, Search, Settings, Favorites, Programs, etc...) in Windows XP. I don't know if this has been posted anywhere before. Oh well, here goes: First, you will need Resource Hacker: http://www.users.on.net/johnson/resourcehacker/ as well as ArtIcons Pro (because it supports 16 million color depth icons): http://www.aha-soft.com/download.htm If all you have is an image file that you want to use: 1. it has to be 16x16, 32x32, or 48x48 in size 2. if yours is a different size, open it in ArtIcons Pro and it'll start out by letting choose what size to resize it to. 3. Save the image file as an icon (Just File > Save as) 4. Proceed to step 2 of next part If you have an icon file in mind already: 1. Open the icon file in ArtIcons Pro 2. On the right hand size, you will see a column with at least 1 image and text next to it, e.g. "32x32 256" 3. Make note of the dimensions and color depths of each one. You will need to make 1 of each of these: 48x48 32bpp 32x32 32bpp 16x16 32bpp 48x48 16M 32x32 16M 16x16 16M 48x48 256 32x32 256 16x16 256 48x48 16 32x32 16 16x16 16 That's a total of 12. Check which ones you will need. If you need 48x48's, and you already have a 48x48, right click that one, and go to duplicate. Repeat as many times as you need. It's the same thing for 32x32 and 16x16. If all you have is 1 size, or just 1 icon on the right, then just right click it and duplicate as many times as you need (for a total of 12). 4. Then, right click each icon individually (except the ones that you already had in the file) and click Convert. The Sizes you need to convert for are: 16x16 32x32 48x48 The Colors you need to convert for are: 16 colors 256 colors True Color True Color + Alpha When all is said and done, make sure have 12 files, with one of each of the Sizes and Color Depths that I listed under step 3. 5. Now, save the icon file, and exit ArtIcons Pro 6. Go to your Windows\system32 directory 7. Make a backup copy if shell32.dll, and another copy called "shell32 edit.dll" 8. Run Resource Hacker, Open "shell32 edit.dll" 9. Click the + next to Icon Group 10. Now, you have to decide which Start menu Icon it is you want to replace. On the left you see a long list of numbered folders. The folders you want to pay attention to are: #322 - Favorites #323 - Search #324 - Help and Support #325 - Log Off... #326 - Programs #327 - Documents #328 - Run... #329 - Turn Off Computer... #330 - Settings #331 - Hibernate Pick the folder you want, then click the icon group inside it (the only thing inside it). 11. Go to Action > Replace Icon... 12. Click Open file with a new icon. Choose your icon file. Then click Replace. 13. Save your shell32 edit.dll 14. Restart your computer in SafeMode (hit F8 a million times as it's starting up. 15. Go into explorer, and to Windows\system32 16. RENAME shell32.dll to "shell32 original.dll" and RENAME "shell32 edited.dll" to shell32.dll 17. Restart your computer.