I've got an application which runs fine on XP and 2000 machines, but fires this error when running on 98/98SE stations. Out of curiosity I've even created a development machine running 98 and recompiled there, but no luck. The error does not occur on the same line of code, but rather almost randomly at different points in the app (though usually when creating a form with tons of components, rolling a pointer through a busy form, opening a bunch of MDI forms which usually have a pagecontrol on them....). Is it a file handle issue? Are file handles handled differently between 98 and 2000?