wow...thanks for all the feedback...
1)I am running win2k pro, sp1...
2)both the mmc->group policies and the program CoolDesktop have the same problem - they turn off the desktop...I do not really want to turn off the desktop (yet), just hide all the icons.
3)My main (only) problem(s) with turning off the desktop entirely are that it screws up autohide with the taskbar (if nothing is active, the taskbar stays shown, and usually I can just select the desktop - thus making it active - to hide the taskbar if I have no open applications. This does not work if the desktop is turned off). The other minor problem is that with the desktop disabled I no longer have access to the right-click menu...but that is not too bad as I can get to all the options via other shortcuts and apps...
3)never heard of poledit - I'll have to play around with it...
thanks again for all the feedback...and keep it coming! If this works out well for me maybe I will write an article about it for my site... :-D