Folks, Setting the TOP variable does not seem to ensure the top level directory is being set correctly for some (if not all) of the tcl scripts. I do not speak tcl, so In order to build sqlite from source I had to modify a couple of tcl scripts and build from the main directory. I commented out and hardcoded the 'topdir' variable at around line 12 in "sqlite\tool\mkshellc.tcl" tcl script and I also modified the "ext\fts5\tool\mkfts5c.tcl" tcl script by replacing "%dir%" in lines 7-22 with hardcoded paths for each file. Clearly this is not ideal; however, I do not know enough tcl to fix the issue myself. All I know is setting the TOP variable did not help! I compiled by running nmake in the top directory and not specifying the TOP variable: sqlite>nmake /f Makefile.msc Thanks!