I think that I have things working. In the process of trying to get a clean load of w2k it kept asking to put Easy cd creator disk in. When I finally got safe mode running I kept getting a screen that my virus program (grisoft) was corrupted. Since a virus was at the start of this I wanted to reload and run a virus check before anything else. When I tried that the virus program said that easy cd creator was not compatible with the current version, so I removed it. The program loaded and I ran a check that went ok. When I rebooted it worked. It seems like easy cd creator 5.x had something to do with my problem, but in the morning I will still rum the memory check. I am praying hat in the morning it will boot normally, it has several times so far. Thanks for all the suggestions, will let you know how it goes in the am.