I've read several posting about this problem, and all of them seem to have
been resolved by removing Google Desktop. The problem is that I do not have
Google Desktop.

Here is what I have found will make this problem occur. In my Excel file, I
have a VBA form, which is displayed, then remove from memory and set to
Nothing. After that, I create an ADO Connection Object that is opens a
connection to the current Excel file (trying to get around this same issue
when using MSQuery, but turns out it did not matter). The connnection is
then closed, the Object set to Nothing.

And that's all I have to do for the Project Password prompt to appear when
exiting Excel. I am using late binding, so there is no reference set to the
ADO library in my project.

Any ideas?

Thanks,

Malcolm