Well I feel dumb.....sort of Let me start by apologizing in advance for taking your time and thanking you for your help. I did have all the proper files and then some after looking in the right place (thanks again) On one of many internet searches, I came upon a site that suggested a damaged or improper copy of shell32.dll could be caused by several things; one of which was a malfunctioning CD drive, a spindle with too much much vibration. My 7 year old CD player has been gradually making more noise over the years, but I didn't think much of it since it still plays music fine. Apparently it can do that, yet not copy data right. I tried my brand new DVD-RW/CD-RW (replaced the DVD-R recently since it totally died in this old computer) and everything worked flawlessly. I even went back and redid the full installation with a mounted .iso of an Nlite version with all the integrated drivers and SP3. Worked perfectly. So....I guess maybe I should change the title of this thread to reflect something along the lines if you keep coming up with "this file missing and that file missing" it could be your hardware. I did get messages about random files (too many to list here and I don't recall them all anyway) missing. thanks once more