Ok, I installed the SQLite 1.0.63. I do get some design time stuff in the Server Explorer and in the Toolbox under SQLite. I'm still a bit confused (sorry) on what it takes to get intellisense to give me System.Data.SQLite. I can get it when I drop a SQLiteConnection object on the form. But I many not want a design time connection object there. I've tried linking in the paths to the System... SQLite.dll folder and such.. Doesn't seem to work. I've even dropped the dll and lib into the working directory and path, which would normally work. What am I missing here ? thanks