Yes, set the projects include and lib directories to point to the VC6 directories. It will use the projects directories first before the global ones. Change the "Debug Information Format" to just "Program Database". MFC42 doesn't like the new edit and continue. They changed something internally. Make sure the "Basic Runtime Checks" is set to "Default". There might have been some more settings I changed when I tried this myself, but I deleted the project and went back to the VC6 environment since the edit & continue didn't work. Joel Lucsy (jjlucsy@ameritech.net)