Hello, Our application was in need of a thread pool for processing socket messages. During implementation and testing we were using the [threadpool] library along with Boost v36. We are using Visual Studio 2003 for building our application. Our target systems are running Windows Server 2003 or Windows XP Pro. The windows console version of our application runs great. No problems with thread pooling. However, once we use it inside a windows service, the application fails to load. No code is actually executed. After doing a lot of research into the problem, I narrowed it down to the inclusion of the threadpool object into the code. One caveat with using the application as a windows service, the main project is compiled /clr (managed code). However, I've placed all code that refers to boost in a separate library compiled as unmanaged code. This library is linked with both the console application (working), and the service application (won't load). Does anyone have any ideas what would cause this ? Thanks! Art Beall