This is my only guess since I came on right after the merger. The reason it wasn't visualized could be that noone had a clue where they were going with FoxPro. Their only goal was to get a Windows product out there as soon as possible after the merger. The reason why we went Visual all of a sudden had a lot to do with future plans of other products inside MS. We just got there ealier. VB is still trying to catch up with our object model. Another thing to look at was that most of the developers for 2.5, 2.6 etc.. were the same developers who came over from Fox. With the introduction of 3.0, more "MS" developers were included. With this came more Windows "look and feel" stuff which IMHO was better than the 2.6 version. It looked more like a Windows application than a MS-DOS port. We still strived very hard to keep backwards compatibility in the product and to my knowledge, I think it was pretty good. I look at Visual FoxPro 3.0 as an introduction into the object based model and I look at 5.0 as being a "refined" version. Future versions will probably start including more "developer friendly" items which will help in understanding the concepts of object based programming. It took a lot of the testers about four months to get up to speed when VFP 3.0 first started up. With 5.0, the curve isn't as steep, but there's still things such as Outer Joins and Offline Views.. As you can see, my thoughts often wonder and I probably make no sense, but I hope this answered your question somewhat :-) -= Ken =-