Brendhan-you might try this.If Windows don't complete its startup process.Restart your computer by pressing the Reset or the"3-finger salute"(Ctrl-Alt-Del).Then press the F8 key after hearing the beep and the message in black and white,"Starting Windows 98 appears. You'll then see the Windows startup menu.Press Shift-F5 to exit to the command prompt. The Windows 98swap file (Win386.swp) is usually located in your C\Windows directory,if it isn't C use the CD command,and type the following: attrib -r -s -h win386.swp del win386.swp Then change to your temp directory,if it isn't C:\ use the CD command type the following: attrib -r -h *.tmp del *.tmp The last step run Scandisk by typing scandisk at the prompt. When scandisk is finished,restart your computer and let Windows boot normally.If you see the Windows startup menu choose option #1 Normal. <<<Brendhan wrote>>>Did that today it didn't work. I removed all cards except the main video card, unchecked all the boxes in msconfig. That didn't do it ,so I reloaded windows it locked upon the restart. step by step got it thru and I restarted it and it locked again. I am thinking I may have format C: but I did that about 4 months ago and it takes quite abit of work I am looking to see if their is a different solution. Possibily somewhere in the registry or anywhere else for that matter ________________________________________________________________________ Get Your Private, Free E-mail from MSN Hotmail at http://www.hotmail.com PCSOFT's List Owner's: Bob Wright<[log in to unmask]> Drew Dunn<[log in to unmask]>