If I remember correctly, this was the symptoms if L2 cache was enabled during the install and first re-boot. Try disabling the L2 cache in BIOS for the first boot, then re-enable after everything is going (if it does!). Doug At 3/20/2005 11:35 PM, Paul Jones wrote: >A friend is re-installing Win98 SE on his old PC. Install seems to have >gone fine, but he sees "Preparing to start Windows for the first time", >then c:\WINDOWS>. Rebooting causes the same thing. Typing 'win' at the >prompt just reboots, and the same thing happens. > >I remember seing this on Win95, YEARS ago.... I don't remember the fix. I >and my friend would be grateful for any help. PCBUILD maintains hundreds of useful files for download visit our download web page at: http://freepctech.com/downloads.shtml