I've rolled my own mod_perl authentication handler using basic authentication. It works fine (AFAIK). It's been in place and working for non-proxied areas of the site for several months. I am trying to proxy another web site at my location via ProxyPass directives but IE 5 keeps crashing on it (figures) and Netscape gives the old "Proxy Authentication Required", but both only if I try to go straight to the proxied site. If I first login to my site, and then go to the proxied area it works fine. Any ideas? Do you need more info? Thanks Apache/1.3.6 (Unix) mod_perl/1.21 Derric L. Tubbs CITIS Administrator The Boeing Company Fort Walton Beach, Florida [EMAIL PROTECTED] (850)302-4494