Rick-I did a fresh install of Windows 98 from a Windows 98 Upgrade disk. It asks to see something from a Microsoft Product and I put in Windows 3.1 then it asked to see disks #3 and disk #4. I didn't think it could be done but am up and running.-daryl _____________________________________________________________________________________ Get more from the Web. FREE MSN Explorer download : http://explorer.msn.com The NOSPIN Group Promotions is now offering Mandrake Linux or Red Hat Linux CD sets along with our NOSPIN Power Linux CD... at a great price!!! http://freepctech.com/goodies/promotions.shtml