After hours trying different cracks, used:
GRAND.THEFT.AUTO.3.11.WIZARD.OF.DOOM.NOCD.ZIP
from
www.megagames.com
It just wouldnt work, I deleted most of the BIG files.. the radio ones.. and copied the smallest file about 7 times and renamed them.. to what the one si deleted was.
Well if that makes sense :P
I got it working

YES..
me chucks his Disc2 into the bin :P
btw.. I copied EVERYTHING that was on CD2 into the GTAIII Directory, not just the Audio.