------_ extPart_001_01C679D3.FF3F3CCD Content-Type: text/plain; charset s-ascii" Content-Transfer-Encoding: quoted-printable I have down loaded all the required gem files for rails. They are all in the same directory. If I run "gem install rails" I receive an error message complaining about the dependences for rails, even thought the gems are all there. Also, if I try to install the dependencies individually, and run "gem install rails" it can not tell that the dependency has been installed. (Before you ask, our firewall will not let gem out...) -Chris ------_ extPart_001_01C679D3.FF3F3CCD--