I have a web application that I converted from ASP.NET 2.0 to ASP.NET 3.5 in Visusal Studio 2008. At first, LINQ coding wouldn't work at all. So I added the necessary references like system.linq, etc. Basically I copied exactly the references from another ASP.NET 3.5 project created in VS2008, where the LINQ works as advertised. So back to my converted project. After adding the references, LINQ worked partially. I could write stuff like: Dim Products = From p In db.Product Select p But when I went to bind it to a GridView, although it would bind, the intellisense dropdown where I'm supposed to see "Skip()" and a bunch of other methods, are NOT there. I only get the "Equals()" and other items that result from a generic un-typed object. What am I missing? Bill K.