Ok, problem solved..... although I have no clue how. I went on the net, and grabbed a localspl.dll from some site. dropped it in system32 folder and.... nothing. still same issue. Looked around for a few more hours, tried waving a dead chicken around, still nothing. Then, I saw the post about SP2.... so I figured why not? D/L it, and boom! it works. now, I am not sure if it worked cause I now had the dll listed, and it just updated it, or what.... not willing to try to reproduce it. but, thanks again to everyone who replied. I love forums that actually help!