I have a VB project using an MS Access DB of about 75 MB, and with a dozen or so tables. I installed the projects' exe file on Windows 98 se machines, and the db on a Win2K Advanced Server. When I run the progam, the I get an error immediately as I try to open the DB's ADO Active Connection (jet4.0), I get error -2147467259, System Resource Exceeded. The systems have 64 MB or more RAM. I copied the DB to a local drive, recompiled the project to look for it there, and it runs fine. It only gives the error on the server. I have a number of other VB projects & Access DB's running okay on the same server (none this big). I tried moving half the tables into another DB, but the problem persisted. Does anyone have a clue why this is happening??