You need to have two machines (or a VM where you've installed 98) and use the remote debugger. Run the remote debugger on 98, and set up the dev machine to connect to the remote machine. You can then run the app on 98 while debugging it on the other machine. The help has instructions on how to do all of this. --Mike-- Visual C++ MVP :cool: LINKS~! Ericahist | NEW!! PimpFish | CP SearchBar v3.0 | C++ Forum FAQ Kosh reminded me of some of the prima-donna programmers I've worked with. Knew everything but when you asked them a question; never gave you a straight answer.   -- Michael P. Butler in the Lounge