[LPDad]

Ok, Got it.

Man, I used to be a Win98 tweaker PRO, but as noted, once I switched to XP all of my previously useful 98 knowledge went down the toilet..fast.

Thanks DC, that was the EXACT article I needed (I just needed to leave the Old password field blank--there evidently was no password, just the irritating popup)

Here are the steps, if anyone else has a problem:

To prevent Windows from prompting you for a password at startup:
Click Start, point to Settings, click Control Panel, and then double-click Network.
On the Configuration tab, click Windows Logon in the Primary Network Logon box, and then click OK.
When you are prompted to restart your computer, click No.
In Control Panel, double-click Passwords.
On the Change Passwords tab, click Change Windows Password, select any of the check boxes that you want, and then click OK.

NOTE: If you cancel the network logon dialog box when you start your computer, the Change Passwords tab may not be available. You must log on so that the Change Passwords tab is available.
In the Change Windows Password dialog box, type your current Windows password in the Old Password box. Leave the New Password and Confirm New Password boxes blank, click OK, and then click OK.


NOTE: If you have forgotten your old password Then you need to use a utility that will find the password, of which there are several such utilities available.

On the User Profiles tab, verify that the All users of this PC use the same preferences and desktop settings option is selected, and then click Close.
Click Start, point to Search (or Find), and then click For Files or Folders.
Type *.pwl in the Named box, click Local Hard Drives in the Look in box, and then press ENTER.
Right-click one of the .pwl files, click Rename, and then rename the file with an .old file name extension. Repeat this step for each .pwl file.

NOTE: If you do not rename the .pwl files, the passwords from those files may be detected by Windows and the Windows Logon request may continue to appear.