Hey, you may already have the answer to your question, but if you don't I might be able to point you in the right direction. I recently dealt with a host of ActiveX issues myself, and I recalled reading that messages are dispatched to the container class, and you are responsible for getting those messages, and passing them through to your control. Check out the MSDN Topic "Active Technology" and go from there, I beleive you'll find at least an example of how messages are passed to the control. In terms of Win98 Repaint messages not being sent, don't know about that, but I would install the latest Service Pack and the latest Video Card drives on that machine before I started pulling my hair out. D.