I am assuming that you have run Scandisk and Defrag and all the houskeeping utilities. My suggestion is really a last resort, so if any one comes up with shorter, less drastic one, I would probably try their suggestion first. First, I would move all the files from disk C: to D: except Windows (I would store them under a directory like HOLDER). I would then boot from floppy and reformat C: with FAT32. Then reinstall Windows, and move the C: files back from D. Make sure your boot disks are good. Have all of your driver disks available and ready. Nothing is more frustrating than deleting Windows and finding your video drivers aren't where you had thought (been there, done that). Again: this is an all day kind of thing.... reintalling, tweaking, making the drivers work. Re-setting all the little things within Windows, just the way you want. Also: if you have files within the Windows directory, which you have added and want to keep (i.e. things like bitmaps, wav files, etc... make sure you move them to D:, so you can use them again. You may find that many of your programs on both drives will require reinstallation, due to the loss of a DLL file that was placed in Windows.... As I said, if anyone comes up with an easier plan, try that first. I usually reinstall Windows about every six months. It gets easier each time... but I still find myself wondering why I did it.... Frank B Smith <. On startup, the disk chruns for a good 2 minutes >before the system settles down.