Hello Dennis, According to the following Microsoft Knowledge Base article, this error occurs if you have Roxio Easy CD Creator installed. Versions of Easy CD Creator prior to 5 are not compatible with Windows XP and version 5 requires an update for it to work properly in XP. The article offers two solutions. I recommend you do both, uninstall Roxio and close all open programs as the article instructs, then proceed with setup again. You can reinstall Roxio at a later date after Windows XP is installed and you are satisfied with it. "D:\i386\win9xupg\w95upg.dll" Error Message When You Attempt to Upgrade to Windows XP: http://support.microsoft.com/default.aspx?scid=kb;en-us;Q315334 Roxio -> Support -> Easy CD Creator5 -> Software Updates: http://www.roxio.com/en/support/ecdc/software_updatesv5_2.jhtml Good luck... Sven Swanson, Sr. ----- Original Message ----- From: "Den" <[log in to unmask]> To: <[log in to unmask]> Sent: Wednesday, July 27, 2005 10:35 AM Subject: [PCBUILD] cannot upgrade to XP Pro from 98SE Dear Pcsoft, I am trying to upgrade my system from windows 98sec edition to winxp and i get an error messege that i386\win9xupg\w95upg.dll. can not be loaded. I formated the hard drive and made a new win98 installation and tried upgrading, but i keep on getting that same error messege. Can you please bail me out and if possible upload the file for me to download? Thank you. Dennis Ahia Visit our website regularly for FAQs, articles, how-to's, tech tips and much more http://freepctech.com