I was afraid that this would stump everyone. Here is the situation in case anyone replies with an overly simplistic answer. Unfortunately, this XML is being genarated by a state voting system so I have no way of asking them to modify it, what you see if what I am getting and what I am expected to interface to. At this point I am thinking that I am going to have to parse this mess out line by line without being able to use an XML document to parse it. If anyone has any brilliant advice I'd love to hear it. But, so far DataSet.ReadXML() is failing as well as OPENXML. So, I am faced with quiet the conundrum. What have otherse in this situation done? You are faced with a butchered XML file that the provider will not or cannot modify, that is close enough to real XML to be flustering but not valid enough to be read as valid XML. ideas people? Or is this one just too tough for everyone?