Thanks guys, I certainly don't want to shy away from migrating to 64 bit systems as I have to replace PC's just because of this. There has to be a solution - has to be! I did try the second solution above re: using "system.data..." instead of "Microsoft.data..." but as reported in my initial question, I got an error there too... My biggest problem is that Pervasive does not provide a 64bit driver - otherwise I'd likely be ok. Maybe I will see if I can move this user over to a 32bit system for the time being... question though, if I migrated from vs.net 2005 to a more recent version, would I then be able to overcome this issue by setting the "compatibility mode"?? it's likely time to migrate to a newer version anyway... Just curious...