David,

Thanks... I coulda sworn I'd installed SP3 on that machine at the office, not I'll have to double check it. The problem doesn't occur here with SP3 and Win98.

>I haven't had a problem since moving to SP3.
>In addition the Desktop property is set to false on a top level form !
>Worse than the tooltips was the menus which refused to expand bigger than the form. I had to create dummy windows in which to create the shortcut menus. That was a real bee! SP3 fixed that too.