I dicked and dicked with the dependency issues and finally found a way around it all... 1. Download all the 3.1 packages from the FTP server into a directory. 2. BASH to that directory su to root and run "rpm -Uvh --nodeps --force *.rpm" 3. You will get a bunch of errors about directories not being deleted and others... but who cares right, all the rpm's will install. It is caused from the rpm's not installing in the right order. Thank's to SuSE for not including a multiple rpm load in YasT2. 4. run the same command from the bash prompt again "rpm -Uvh --nodeps --force *.rpm"... It's a miracle everything installed again with out a single error. All the crap was there this time and in the proper order. All those crazy directories and dependencies have been satisfied and/or deleted to 8.0's satifaction! :) 5. Problem solved, crank up Xmms with some AC/DC and piss the neighbors off! 6. F@*! Saddam Hussein! 7. Love you all... Down with MicroSuck!