I could use an example. I created a UserControl derived control and did nothing but change its background color. With the modifications suggested, it built and successfully registers as a COM ActiveX object. When I place it on a VB6 Form, it paints fine, but when I run the project, VB6 says "Out of Memory", then twice more when I close the project. When I place it on a UserForm in MSWord VBA, it says "Device I/O Error". This is so close, I must be missing something.