i gotta admit i've never had such a hard time w/ any piece of software (rosetta stone was a huge drag). i fought w/ 64 bit ultimate long enough to consider buying a legit copy. every few weeks for the last 3 months i would give it another try than get frustrated and go back to the 32 bit ver. the 32 i got on the first try...it was cake. it's pretty bad to be able to install/activate it on my macbook and not be able to on a dell. i finally did it today and would like to thank the following: "that guy", regina kampher, loop_78, gringopig for asking the right questions and giving the right answers. i can't believe it took me that long - it was a matter of installing the right copy and the right version of the loader. so thanks for the help