At only 30-70kb each I would look into storing them in the database in a VARBINARY(MAX) column provided the database is the only way people need to access the files directly, i.e. that people do not also need to be able to manage the files at the file system level. If they need to also be able to access the files on disk then what you have might be your best option in SQL 2005. For your issue about loading the directory with so many files, consider implementing a sub-folder structure to keep the files in any one folder down to a manageable size.