yeah, i guess I should move this to a C# forum. no AV or backup is running.. this is on my home Desktop PC. i just created another solution with just the Form that is the problem... I get the same results... when run from the development folder, which is on my D: drive... it loads the 80 rows immediately. copy the development folder to any other folder... takes 5 seconds. WAIT A MINUTE... i do have Malwarebytes running, and probably windows defender is running and I believe i have Malwarebytes set to exclude my Development folder... that might be IT ! thanks for bringing that up... i'll try to trun the AV off for a test.