Yes I agree, and yes the DB still runs. You can note my comments to Dragan. SSMS seems to be pointing to a 2008R2 mdf but I am restoring from a Backup ( xxx.bak ) of the DB. So at this point I am confused as to what exactly is happening here.

Bill

>That's very strange. Do still have the database running in 2008?
>
>>Not really. this is the procedure I regularly use to restore DBs in SQLExpress2008R2.
>>