I've never been able to get the boot-time close to what it was when the machine came out of the box, but the following helps me a lot when things get really slow: 1. Get the old useless junk out of your registry. I first use RegClean, then the Nuts & Bolts Registry Wizard. A warning about using Nuts & Bolts: If you're not sure what it is, leave it in! Slow Windows is better than no Windows. Also, always back up before touching the registry, even with RegClean. 2. Compact your registry. I use Nuts & Bolts for this too, but if you don't want to invest in N&B, use the simple process described at http://www.users.dircon.co.uk:80/~flibble/regsmall.html. If you're running a version earlier than Win95b, download their patched version of RegEdit first, and in any case use FixReg as described there. 3. Defrag. 4. I've read that uninstalling useless fonts can do a lot to speed up booting. Thank you. David Jonathan Justman