Sorry about this post .....I have solved the problem and I hate to tell you what was causing the problem but I found atiny smudge of gunk on the CD and once I cleaned it up the game installed properly with ZERO problems....seems to play ok except for some sound issues but I don't think this is a Windows problem because this game has alot of bugs that have not been resolved with a patch yet. Anyway i am happy to say PROBLEM SOLVED YAY!!!