Try opening excel in safe mode.

close excel
windows start button|run
excel /safe

then File|open.

If that worked, try some of the techniques at Chip Pearson's site:
http://www.cpearson.com/excel/StartupErrors.htm

If those didn't help, maybe OpenOffice can open it:
(http://www.openoffice.org, a 60-65 meg download or a CD)

If the file is really important, there are commercial recovery services. I've
never used it, but you might want to check into:
http://www.officerecovery.com

Paul wrote:

Help, I have this problem with an xls (Excel 97) that just stops
responding after I enter my password to unlock it. Any thoughts?

--

Dave Peterson