I did stop all running programs except Explorer, systray and wmexe and still couldn't do scan disk. Oddly I wasn't able to to use end task for the wmexe which has to do with my US Robotics modem. When I tried to end task for wmexe I got the dreaded blue screen I don't know why this would occur. I am puzzled still. Thanks for any info, Bob Robert you need to turn off your virus scanning, hacker control programs like blackice Etc. Also turn off your screensaver. Or any other TSR type programs you may have. After doing your scandisk and defrag turn them all back on. Good Luck Richard F. Bolha On 4 Jun 01, at 8:59, Robert Flynn wrote: I am running Windows 98 Second Edition. When I run scan disk it was set to standard not thorough. The popup window reads "ScanDisk has started 10 times because Windows or another program has been writing to this drive. Quitting some running programs might enable ScanDisk to finish sooner. Do you want to continue receiving this warning" Interestingly on another computer also running Windows SE I had the same ScanDisk problem. Could it be some program recently loaded common to both computers? Thanks PCBUILD maintains hundreds of useful files for download visit our download web page at: http://freepctech.com/downloads.shtml