how to completely rename a project in visual studio 2008(Vb.net)
with all the files
plz help..

There is unfortunately no automatic way of doing this. But you can easily do it manually.
Go to your project folder, then rename every file/folder with your old project's name. Then load it into VS again (double-click your solution/project file) and go to My Project and rename everything there.
I am not really sure (I currently don't have VS 2008 installed) but I did it before.
In advance, check this out: http://bit.ly/Z1JQlN

-Sydcul