I am running Windows 98 Second Edition. When I run scan disk it was set to standard not thorough. The popup window reads "ScanDisk has started 10 times because Windows or another program has been writing to this drive. Quitting some running programs might enable ScanDisk to finish sooner. Do you want to continue receiving this warning" Interestingly on another computer also running Windows SE I had the same ScanDisk problem. Could it be some program recently loaded common to both computers? Thanks To see the Win version, right click on "my computer" and it will be displayed right there. If it says 4.10.1998 it's Win 98 first edition, and if it ends in .2222 it's Win 98 SE. Did you get a "Disk Write" error? Did scandisk run a "thorough" test? If it takes that long for scandisk to run it's usually because it is doing a thorough test rather than a regular one. When it runs thorough that's usually due to some kind of "disk write" problem, which may be caused by bad sectors on the hard drive, and sometimes file corruption. While there may be some connection between your shutdown problem and the scandisk thing, it is not very likely. Windows 98 SE just has this problem. It is a known issue even on an SE OS that is appears to be working perfectly. Your scandisk thing is more likely to be a bad problem than the shutdown issue. Subject: Re: [PCBUILD] Windows 98 Shut Down Problem I don't know if there is a connection between my shutdown problem and the fact that I am not able to do a scan disk. When I try to do scan disk a window pops up saying a program running or something is writing to the disk is causing scan disk not to run correctly. I used ctrl-alt-delete and shut down all that was running except explorer,wmexe, and systray. After a long while scan disk did finish but it took about 30 minutes. Is there any connection? Is there a way to tell if I am using Windows 98 second edition? Thanks for any info. PCBUILD maintains hundreds of useful files for download visit our download web page at: http://freepctech.com/downloads.shtml