Hi Richard,

Too much files.
ADIR() can hold only 65000 elements. SInce it's 5-dimensional, that means
65000 / 5 = 13000 files.
In VFP 9 it wil be able to hold more elements.

In te meantime, I suggest that you use the SystemFileObject Script :
LOCAL oFSO as "Scripting.FileSystemObject"
oFSO = CREATEOBJECT("Scripting.FileSystemObject")
ofso1=oFSO.GetFolder(lcPad)
FOR EACH oItem IN oFSO1.Files

endfor