Well, I shuffled a bunch of stuff around, made a few circuit changes, and presto!
It all fits on 2-layers now.

5 IC's
19 Capacitors
28 Resistors
5 Transistors
4 Diodes
1 Crystal,
1 LED
+ connectors and wires to the outside world.... power supply, sensors, LCD, etc.

All on a board that's about 2.5" high and less than 2" wide.

Thanks to everyone that provided suggestions and insight. Much appreciated.


steve