You have one dialog box as the child of the main window, and then another dialog box as a child of the first dialog box? For modeless dialog boxes, the messages are sent to its owner, that's why you have to include the IsDialogMessage() call within the message loop of the dialog box's parent. Do you do this for BOTH dialog boxes? Do both dialog boxes work by themselves (i.e. when each is just as a child from the main window, with no other dialog box). Do both dialog boxes NOT work currently? (i.e. are you having problems with both of them, or just one of them)?