Finally got it figured out - SQL express at least really, really, REALLY hates it if you have any .NET other than 3.5 sp1 installed even if 3.5sp1 was the last to be installed. Finally found a web page where an poster had put out that if there was any .net other than 3.5sp1 it would fail to install. I had 3.5 compact installed by MS Vis Studio express. after I removed it and 3.5 sp1 and reinstalled just 3.5sp1 SQL installed without a hitch.