a coworker in the know gave me the following, and i am in business (thanks mark):

get the apache windows installer from http://httpd.apache.org/dist/
get the activestate perl from http://www.activestate.com
get win32 mod_perl using the ppm command given at http://perl.apache.org/distributions.html
(but do not use randy's old binaries)

i think a keys is, that if you don't have a c complier on your windows machine you need to make sure the binaries you get for apache, perl, mod_perl are compatible.