OnPaint is not used by the ListView control, as you could see by disassembling or decompiling the System.Windows.Forms.dll assembly. Almost every control in Windows Forms simply encapsulates the Winodws Common Controls. In the case of some controls like ListView owner drawing the control simply by overriding OnPaint is not possible. To owner draw a List-View common control you need to override WndProc, define several custom drawing structures, and P/Invoke several native APIs. For more information about the native List-View common control that is encapsulated by the ListView managed control, see http://msdn.microsoft.com/library/en-us/shellcc/platform/commctls/listview/reflist.asp[^]. For examples on this site about owner-drawing a ListView control, see the search http://www.codeproject.com/info/search.asp?cats=3&cats=5&searchkw=ListView[^]. You could also try searching this forum for "ListView" by clicking "Search comments" directly above this message area. We've talked about custom drawing a ListView quite a bit, and I know that I personally have posted several snippets of code that show how to draw certain parts through the custom drawing routines that the native Common Controls use. This posting is provided "AS IS" with no warranties, and confers no rights. Software Design Engineer Developer Division Sustained Engineering Microsoft [My Articles] [My Blog]