ok i'll give that a go. it could be my a3d card acting up. i'm pretty sure my nic is ok cuz it recognizes it when i do network config. however i'll rip out the sound card. memory should be ok. it's set to cas 3 right now, and the ram has been super stable in win2k for months. my drives are all IDE (no raid). however i'll only pop in my ibm drive, and leave my quantum out until after the install (if it works!)