thank you so much for your fast replies. I also thought i had some kind of spyware **** so i ran spy-bot and adaware after i posted here but had no success in fixing the prob. After searching thru many, many links from google, i found one that sounded exactly like the prob i was having. To make this long story short, a while ago i installed a mouse driver that was not xp friendly (forgot all about it though). After the uninstall of the driver, i rebooted without rundll32 hanging and i have shut down a couple of times with any problems. So it was the stupid user this time, not just the stupid computer that caused the problem. Thanks again guys.