I originally sent this to PCSOFT, since it concerns an operating system, but have been informed that it should be deemed a hardware issue. Here is my original message. Thanks! I'm having problems upgrading from Windows 98 SE to XP Pro. I have a 1.6 Athalon processor, 256 memory, and over 20 gigs of free space on my hard drive. I prepared it on Sunday - organized/deleted emails/favorites, ran Spybot and Adaware, emptied the trash, backed up most of my files and defragged it. I have an upgrade version of XP Pro and I opened the box and installed it yesterday morning. Installation went fine, which surprised me because I was expecting the worst. It rebooted itself several times during the process and all seemed fine. It came up working, so I went ahead and activated it. Then I noticed my antivirus wasn't working (Computer Associates) and I had to reboot to get it back up. It would not reboot. It starts to load and says "Checking file system of drive c: One of your disks needs to be checked for consistency." It does it's thing and then says "Loading Windows." Then it says "checking file" and it goes right back. It's caught in some kind of loo p. The first few times it stated that a file size of a temp file was invalid. It would fix it and then start all over and "fix" it again. I wasn't sure what it was doing so I let it run through it for a couple of hours. I noticed it was writing restore points over and over again, each sequentially numbered. So then I booted into safe mode, deleted the temp file it didn't like and turned off system restore. That didn't solve the problem either, because when I booted back into normal mode it went right back to the system check. I very nearly just uninstalled/reinstalled it, but I've already activated it. How many times can it be activated? It didn't convert to NTFS during the upgrade - it's still FAT 32. Could this have any bearing on it? I'm puzzled because it worked fine until I rebooted. I do keep getting notifications that drive D is full - that's the 2nd hard drive in my system that I backed my data up to. Not all of it would fit, though, so I'm reluctant to d o anything that might result in wiped data. I spoke to our IT guru at work and he thinks it might be related to the full 2nd drive. Or, also, I ran the upgrade prep utility before I started and it said it might have a problem with my printer/scanner - an Epson CX4600. I'm sure there are XP drivers for it, because it's a newer model. I guess I'll try rebooting without the printer plugged in. If that doesn't work, I'm not sure what to do. I'd like to uninstall XP in safe mode, then copy the remainder of my files to CD-RW and possibly unhook the 2nd drive before attempting to reinstall. Opinions? I'm just not sure if I'm allowed to reinstall it once I've activated it? Did I mention, I've been avoiding XP kicking and screaming? ;-) I would stick with 98 forever, but there are few programs I'd like to run that just won't work on it. Thanks in advance for any advice. Alana Nichols PCBUILD's List Owners: Bob Wright<[log in to unmask]> Drew Dunn<[log in to unmask]>