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D:\temp>cvs checkout -rB4_1_0_4_branch "BetweenTier/Source/Distribution/Company Repository/system/Query Object Model Library Folder" cvs server: Updating BetweenTier/Source/Distribution/Company Repository/system/Query Object Model Library Folder cvs checkout: in directory .: cvs checkout: cannot open CVS/Entries for reading: No such file or directory Client and Server version are 2.5.03 (Scorpio) Build 2382 I narrowed it down to the path above. The error only occurs when trying to checkout on our branches, not in our Trunk. The files in that directory exist only on the Trunk. We have plenty of paths with spaces in them so I really don't think that's the issue. Also the total path length doesn't seem to approach 255 so I don't think it's a maximum path issue. Anyone have any ideas or things I can look at? Thanks! -Wolf