Hi, It appears that the only reason VB doesn't support overlapping controls is that the WS_CLIPSIBLINGS style bit is not set for VB controls. Setting this style bit tells Win3 to clip overlapping child controls so that they are displayed correctly and don't interfere with each other. The order in which child windows are displayed is determined by their relative locations in the Win3 Window Manager List. A window which is higher up on this list will appear in front of any windows that are lower down in the list. CLIPSIB demonstrates how to set the WS_CLIPSIBLINGS style bit for all of a Form's windows and several API functions that you can use to access and manipulate the Window Manager List. I think you will be amazed at what you can do simply by setting this bit for all of a Form's child windows (VB controls). CLIPSIB contains three demonstrations of the added power that setting this bit provides. In the upper left of the Form are a group of 4 overlapping list boxes. Clicking any of the list boxes pops it in front of the other boxes so you can make a selection. In the upper right of the Form are 3 small Picture Controls that will be loaded with the Win3 bitmap named PYRAMID.BMP and a larger Picture Control that will be loaded the the Win3 bitmap named CHESS.BMP. The large Picture Control also has a Command Button on it. You can use your mouse to move the small pictures on top of the large one and to scroll the large picture -under- the small ones. In the lower right of the Form is a simulation of a FIND Dialogue Box similar to the ones found in VB and other Win3 programs. You can drag this box around by its title bar. The special feature of this set of controls is that they are *always* displayed on top of all other controls. Try dragging the Find box on top of the group of list boxes and then click on the list boxes. Note that even though the list boxes re-arrange themselves, they never pop-up in front of the Find Box. CLIPSIB runs in the VB environment, but the performance is *very* slow. You should load the program into VB and then create and EXE file and run the EXE file. The performance improvement is dramatic!!! The credit for discovering the significance of WS_CLIPSIBLINGS must go completely to Daniel Appleman, the owner of DesaWare and creator of the Custom Control Factory VB Add-on Toolkit. Dan took the time to examine my first attempt (in which I only manipulated the Window Manager List to get VB to display overlapping controls correctly) and then very nicely explain that I was out to lunch. After Dan explained how things *really* work with Win3, I was off to the races. But Dan wasn't the only one who contributed to this program. Thanks must also go to Ted Young and Jonathan Zuk who also took the time to look at my first attempt. In fact, Jonathan mentioned WS_CLIPSIBLINGS, but his suggestion went in one eye and out the other. So much for my powers of perception. This program requires the Win3 bitmaps PYRAMID.BMP and CHESS.BMP. They come with Win3 and should be in your Win3 directory. The program also makes extensive use of a custom DLL named CTLHWND.DLL which was written by Jonathan Zuk. Because the DLL is tiny, I've included it with the demo rather than make you track it down in the MSBASIC Libraries. Although Dan, Ted and Jonathan made significant contributions to this program, I am solely responsible for any errors, omissions, bugs, etc. If you have any problems with the program, I'm the guy you should jump on. CLIPSIB.BAS is FreeWare. Do what you like with it and have some fun. Keith Funk (CIS 72240, 2020) Nov. 3, 1991