I don't think it's so great to learn Win32 first, I found it better to go back and learn Win32, now I appreciate all the ways MFC made it easy to learn by simplifying tasks. A bit like Stroustrup saying you should learn C++ before C ( not that I've ever done C ). However, THE Win32 reference is Programming Windows by Charles Petzhold. You'll have trouble finding much on Win32 on the web, it's 99.99% MFC. I know, because we're not using MFC in our current project, and my only sources of info are MSDN, Petzhold and asking questions here. Not many articles are helpful because they all use MFC. Windows Developers Journal is a good source of Win32 info, they rarely print MFC articles, except in their annual MFC issue. Christian As I learn the innermost secrets of the around me, they reward me in many ways to keep quiet. Men with pierced ears are better prepared for marriage. They've experienced pain and bought Jewellery.