well I did manage to make it work.

Using srvany.exe from the resource kit.
I just edited the registry (hkey_local_machine\system\currentcontrolset\servi ces\sybsql_DRS)
edit the image path to be c:\reskit\srvany
create a new key under that key (Parameters)
3 new strings (under the paramaters key)
application=c:\sybase\ase-12_0.....
appparameters=
appdirectory=c:\sybase

service starts and stops like a champ, runs just fine, maybe even a little better than it did with win 2000.

I'd be happy to help anyone else get it running.