Ive got a listview that i add 8000+ rows of 7 columns to (including icons). I am using the Windows System Tools option to monito the memory as it loads the listview as it steadily drops from 400 meg to 319meg.....then at about 8166 rows populated i get an "Out of memory error 7" but the MS diagnostic tool still says i have 320Megabytes left!!! Whats going on????? Anyone know? cheers