Have a look at this article it may or may not be of some help to you.

Password prompt for VBA project appears after Excel quits
http://support.microsoft.com/kb/280454
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jb


"AlForester" wrote:

I have a spreadsheet that does not have a password for the file, but the code
is locked for viewing with a password.

Does anybody know what would cause the password prompt to be displayed when
the file is closed? This will happen either when the user clicks the X or
when a button code runs to close the file and leave excel open or close excel
with application.quit. If the code leaves excel open, the password prompt
appears when the user finally closes excel.

Any thoughts would be greatly appreciated.
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WEW