David, Sounds ok, but your W2k CD has the emergency boot pgms which are used to make the (4)floopy's. You use the repair option vs. install during the W2k Install on the CD. I would recommend highly that you make a system partition backup once you install W2k. Create a 2.5G partition to install W2k to (D:) and once done with all your drivers, main application , etc, use NG6.5 or DI4.0 and clone it to CD. It will take 2 CD's if you use max.compression. Only install your o/s to this partition. All other pgm would go to E: _________________________________________________________________ Get your FREE download of MSN Explorer at http://explorer.msn.com PCBUILD maintains hundreds of useful files for download visit our download web page at: http://freepctech.com/downloads.shtml