Access 2007 complains about a missing file (e.g. MSOUTL.OLB): force the database to open anyway, then cancel any visual basic debuggers. >From the main screen, go to Database Tools ribbon tab > Visual Basic button on there. This lets you access the Tools > references menu in the visual basic program; and then you can update the missing references. (To get copies of the files you need, go find them on an MSo2k3 install and copy them over. it doesn't matter where you put them.) ~Felix.