Elizabeth: I just got a bad disk and went thru a very similar experience,but with the opposite, a bad upgrade!! I had put together an FIC vx board with a 233 Intel MMx, pretty new CD,soundcard,S3 Virge,64 megs..Mine would stop when the configuring windows screen came up..I'd get the all too familiar blue screen saying my CD was dirty or something..finally, I got that version in and then when I'd turn the 'puter off.. i'd get an illegal!! I just re-formatted, fdisked and put an OEM version right in, perfectly.. My deduction is that it's a bad CD..I'm gonna call Redmond and scream at somebody !!<g> Good Luck! Rich Tabas Philly, Pa > So, I don't > have a crisis, I just want to know WHY!! > Should I assume the Windows 98 cd is bad? PCBUILD only works if you contribute. Send your messages to be posted to: [log in to unmask]