Text and List Boxes can only hold a maximum of 64K. This program is an attempt to simulate a List Box and view files that are much larger using a Picture Box and a Vertical Scroll Bar. The file is read into a Huge Array. Note that the FileArray() is dimensioned as: Dim FileArray(0 To 10000) As String * 80 You can change the max number of elements and the fixed line size (the 80) if you have different requirements. The lines are "displayed" in Picture2 (which is off-screen) and then copied to Picture1 which is the "List Box" that you see. As I understand it, it's faster to do it this way rather than print the lines directly to Picture1 (with Picture1.AutoRedraw = true). I'm not sure if the scrolling occurs at a fast enough rate or not. I have a Gateway Pentium and everything is fast . (If you know a faster way to do it, please let me know!) NLinesToShow is set to 15 in Form_Load. This is the number of lines that are displayed in the "List Box" (Picture1). You can change it if you want to (by changing the 15). The height of Picture1 is determined by the font, the font size, and NLinesToShow. If you want to change the font and/or font size, change it for Picture2 (not Picture1). -> Note that you will need to edit the TEXTVIEW.MAK file if your CMDIALOG.VBX is not in the C:\WINDOWS\SYSTEM directory Use the code if you find it useful. No cost, no warranty. If you have any questions, comments, or suggestions, feel free to zap me a message. I usually hang out in MSBASIC, Section 5. Bob Craig CIS: 70042,1041 December 20, 1993. Salt Spring Island BC Canada