Hello, To begin, I apologize for the length of this, but there seems to be much to describe for the sake of clarity. The problem machine is a vanilla P54-133 with Mach64, 3-COM NIC, 1 EIDE HD and CD-ROM. It had been running WfW 3.11 without problem and after installing Win95 it also seemed to run fine. Since it is used by our secretary, who does a lot of literature searches with Netscape and special database programs, I upgraded it from 16-32MB RAM (4 identical 8MB simms) and put in a Creative SB AWE 32. After this hardware installation Win 95 refused to complete the boot process, stopping after loading the background image (or color) with a movable mouse pointer, but nothing else. Pressing ctrl-alt-del brought up the task list and it was completely empty. Another ctrl-alt-del rebooted with no error messages to the same point. Config.sys and autoexec.bat contain nothing but keyboard stuff for the German keyboard. I removed the new hardware and this condition was not corrected. Since the CD-ROM (slave on the secondary IDE) had been acting up anyway, I replaced it and lo-and-behold the machine booted properly. I put in the sound card and extra memory and to my delight everything worked fine. After installing all of the other software the machine seemed great for about two weeks until the secretary broke her arm and then it sat for a few weeks unused. Now it once again refuses to boot past the desktop background and nothing I do (removing all extraneous hardware, swapping out simms, etc.) corrects the problem. There are no error message and when restarting it does not go into protected mode, run scandisk, etc. Reinstalling Win95 (without removing the original windows directory or formatting) does not solve the problem, but installation goes without a hitch. I will reformat and reinstall if nothing else works, but I still suspect hardware problems and the software and desktop installation is a pain. Now, here may be a clue for those of you that understand more about WIN95 than I do: The machine will boot into protected mode (F8) with no problems at all and protected mode runs fine with full desktop and so on. This really has me stumped. Running scandisk shows no problems on the drive. "Bootlog.txt" is not written to the drive, so I can't go on that. I have spent way too much time on this machine. Can anyone give me some more clues as to what to look after. I need to have this thing running by Wednesday next week and I don't know where to turn next. Thanks in advance for any suggestions. Regards, Bruce -- ------------------------------------------------------------------ Bruce Boschek - Haus Christiansruh - Nidda, Germany [log in to unmask] - CompuServe ID 100331,2566 Using IBM OS/2 Warp Connect and MR/2ice (Registered) ------------------------------------------------------------------