thanks for all the suggestion and believe me I will be back with many more questions. The original home was built back in the 1890's to early 1900's. The paneling isn't quite that old, but it is not anything like what you see on walls today. It has a rough texture to it, so I probably will have to take it down. My only concern is that the ceilings are 10'2" heigh and I will have get some help hanging drywall. I will try some of your suggestions, in small areas before I take it down just to see how it works. Thanks for all your help and this forum us pretty nice.