Hi Several thing you should check. First, as they are both Server2K3, you should be using the full permission system of windows not the simplified version XP defaults to. So check the permissions set on the directory and file of the network share. By default this is "Everyone" having read permission.But to confuse things, "Everyone" doesn't include *everyone*, only authenticated users, guests, and sometimes Anonymous logon. Unless Apache/PHP are running under a User's account on server B that also has a valid account on server A, they will not have permission to access the directory. So you need to make sure that Apache/PHP are using an acceptable account, or create one for them to run with. Be aware that some accounts are not allowed to access network resources, and this can include network shared directories. This mostly applies to built in accounts and is only a problem if Apache/PHP are using one of them to run, which is likely if they run as a service. You can find out which User Apache is running under in the Task Manager or the Log On tab of the properties of the Service. Try these things for now to identify the problem. Niel -- PHP Windows Mailing List (http://www.php.net/) To unsubscribe, visit: http://www.php.net/unsub.php