I had a similar problem, only on a Maxtor 40GB. Maxtor support had me do a low level format, took over two hours. Make sure you do not have hardware that is not on Microsoft hcl (hardware compatibility list), www.microsoft.com/hcl. If you have doubts, remove any sound cards, old modem cards, and especially ISA cards. 1. Back-up your files, remove older, in doubt cards. Leave your new CDROM in, Check for latest mobo BIOS. 2. Do low level format, leave a single 40 GB partition. Don't fdisk or format again. 3. Load win98, no need to configure all your hardware. 4. Reboot a couple of times. 5. Insert your W2k CD, let it autorun, load win2k. Format using NTFS. I made 2-20GB partitions. 6. Reboot a couple of times, let it find hardware (you should have the latest drivers for all y2k compatible hardware). 6a. Go to "Windows Update" and get the service packks and latest ie5.5, everything. 7. After all is running, shutdoun and add your cards, if any, one by one, and let Win2k find them and install drivers. I have spent several days getting Win2k up & running on 2 workstations. This is what I recall at best. I hope it helps you. You can then discover the great bells & whisles of Win2k, and great stability. Blake Renslow The NOSPIN Group provides a monthly newsletter with great tips, information and ideas: NOSPIN-L, The NOSPIN Magazine Visit our web site to signup: http://freepctech.com