I am using Apache 2.2 with Windows 2000 server. In testing .htacess in a member-only directory, when I access the page xxx.com/member-only, I get the password request from htaccess. If I enter my user ID and password, it doesn't accept it. My server gives me the error: [Wed Jul 05 17:05:00 2006] [error] [client 71.114.32.208] user webmaster: authentication failure for "/member-only": Password Mismatch My User ID is "webmaster" and my password is "test". Now here is what is weird...If I go to .htpassword and copy the encrypted password (pmlgNlFILlqkg) created by by a subcription script I purchased, and insert it into the password form instead of "test" it works!! It's like it's not being un-encrypted. I don't think it has anything to do with the script that encrypts the password since it accepts it encrypted. Could it be something to do with spaces in folder names that is common with windows?? By the way, to get .htaccess to work at all to begin with, I had to put the path to the password file in quotes as in: AuthUserFile "C:/Program Files/Apache Software Foundation/Apache2.2/htdocs/member-only/.htpassword" Any help would be appreciated. Thanks, Bob