I'm at my wits end. I have 2 servers. One is a 2000 SQL server, the other a 2005 SQL server. The 2005 SQL server has MUCH better hardware than the older 2000 SQL server. Running queries off of the 2005 box is MUCH faster compared to our old 2000 box except stored procedures! A stored procedure that ran literally faster than the blink of an eye on the 2000 box takes upwards of 5 minutes(!) on the much faster 2005 box on the EXACT same database. Another thing that i've noticed out of the ordinary is that if I execute the stored procedure (in the server management studio) by going to the database-->Programability-->Stored procedure and click execute stored procedure it takes 5 minutes to run. HOWEVER if I right click from the same place...and click modify....then click execute it runs instantly. Its killing me because we use ADP project files to excute gobs of stored procedures. At this point, I flat out can't run stored procedures in 2005 but on the 2000 box which has 5 year old hardware it runs like a champ. Help. 2005 box is Windows 2003 64x , 32 gigs of ram. RAID 10 SAS drives, 2x Quad cpus, SQL 2005 SP2.