Hi Gary,

>I installed VFP then upgraded to SP1 and then overwrote the SP2 files into the correct locations. all files were new downloads from MSDN.

Make sure that VFP9.EXE and VFP9ENU.DLL have the same version. There might be an older VFP9ENU.DLL somewhere in the path which would cause a crash right away. You can find out which DLL is loaded by running Process Explorer from http://www.sysinternals.com when you get the crash dialog. Use the menu to change the lower view do DLLs.