Hello again, Thanks to all who suggested I disable the L2 external cache in the BIOS during install. I don't know why, but that seemed to work, and allow me to clean install Win Me. Thanks again, Jeff ----- Begin Included Message ----- From exujsp Mon Jan 15 13:46:18 2001 To: [log in to unmask] Subject: can't clean install windows me or 98se X-Sun-Charset: US-ASCII Content-Length: 1116 Hello, I can't clean install Windows Me or 98se, and hope you may have some suggestions. I have a Gigabyte GA-5SMM motherboard, BIOS Award 4.51PG, AMD K6-2 100/400 MHz, 1 64MB PC100 DIMM, WD AC8400R 8GB hard disk C:, and Quantum Fireball CR4.3A 4GB hard disk drive D:. During POST, I disabled quick boot, and the single 64MB PC100 DIMM shows ok on all three passes of the memory test. I used a DOS 7.1 (FAT32) boot disk and formatted drive C. I included /TESTMEM:ON for HIMEM.SYS in CONFIG.SYS, and no errors appear. Everthing booted up fine, and I inserted the WinMe CD in drive F. Setup started ok, but soon I got error: SUWIN caused a GPF in module COMCTL31.DLL at 0003:0E49. Then I re-formatted drive C, and inserted the Win98SE CD in drive F. I created C:\WINDOWS\OPTIONS\CABS and copied F:\WIN98 to it. Setup started ok, but then got error: Fatal exception 0D at 05A4:00000218. I searched the Microsoft Knowledge Base, www.windowstrouble.com, www.fixwindows.com, and www.nospin.com for "SUWIN" and "fatal exception 0D" but found nothing relevant. Any suggestions what to try next? Thanks, Jeff ----- End Included Message ----- Do you want to signoff PCBUILD or just change to Digest mode - visit our web site: http://freepctech.com/pcbuild.shtml