I&#039;ve been running into this problem with MS SQL 7.0 which only comes with a 15 user license. I work at a small company with 10 people, so this SBS license should be enough for use. However, I do some intranet stuff, and usually don&#039;t have a problem, except for when I run this batch update process. Basically I open a recordset to see which records need to be updated. In looping the recordset I call a class which opens another recordset to get some different information. Even though i set the recordset object to nothing in the Class_Terminate sub of the class and i set the class object to nothing as well, i would think that this would free up my recordset object. I&#039;ve read about connection pooling a little bit, but maybe I&#039;m confused. I thought those objects would be put back into the pool, and reused rather than making a whole new connection each time i go through the loop. Is there a way to free up my recordset object so that it doesn&#039;t login as new user and i don&#039;t run out of connections. Am i doing something wrong? <BR>Thanks in advance guys.