Alvin, The mousemove event of the form and defenetly that of a toolbar , are not reliable enough to do what you want to do (if the user will move his mouse fast enough - the buttons will not release) go for a timer object to co-ordinate the "MouseOut event" Arnon > >Thanks Mark, > >The two mousemove is just what i'm looking for. I'll put a sample program in the files section. ( At least now my VB friends won't be bragging about thier IE buttons :) ) > > >>>Does anyone have a sample prog. on how the Mousewheel method works? I'm trying to make an Explorer like toolbar where the picture changes it the mouse is over it. Thank you. >> >>The MouseWheel event fires if the user has a mouse with two buttons and an extra "wheel" control like the Microsoft IntelliMouse. So i Don't think it is what your are looking for here. >> >>You will probably have to use the MouseMove event of your button to determine when the mouse has entered the 'airspace' of the button. Then the mousemove of the form to detect the mouse leaving your button.