IF it was doing the same thing in BOTH installs, I would tend to agree with you. But since I did not have as many problems with the upgrade install, I tend to think it's not the install disk. IT came from the MS site, and was downloaded with the MS download gadget. This is suppose to be a bullet proof method, using mutiple checks to insure a good download. If someone has the MD5 handy, I can try that against my disk, but I think I'm good here. Thanks for the imput tho.