Siegwart Mayr you were right ..... it was a version error.
I had originally installed php 4.3.2 installer package on IIS 5 a while back.
Then the other day when I searched for php_gd2.dll I must have gotten a different ver of it from some other package
I went to the php.net archives and pulled up the 4.3.2 ver
Thank you everyone for your help in this matter !!
BTW ... upgraded to 1.2 flawlessly ;)
now I just gotta figure out how to add mulimedia stuff