Display Problems with Win32s and the S3 Driver
Applications running on Windows 3.1 exhibit no problems when using an S3 driver, with a resolution of 1024x768 and 256 colors, however, the display may be corrupted when Win32-based applications, such as FreeCell, run on Win32s in the same configuration.
This is a known problem with some S3 drivers.
Certain S3 drivers which exhibit these problems can be made to work with Win32s by making the following edit to your SYSTEM.INI file before running any Win32-based applications:
In the SYSTEM.INI file, you will find an entry in the [display] section
Change this entry to;
Restart Windows and the display problems will no longer occur.
If this does not help, obtain the latest S3 drivers. It is reported that S3 driver version 1.3 does not have this problem.