This is the thing I have done and problem occurs in my Windows ME 1. I have a voodoo3 2000 1.07 driver already and my computer has 0D error so I try to reinstalled the driver as reinstall mouse and keyboard driver no use 2. I put the voodoo3 2000 CD and re-installed the driver Then I reboot and I installed the 1.07 driver 3. But when I install 1.07 driver it said installation abort for some windows system file (maybe they are in use). And it continue install and reboot the system 4. After installing the drivers, I find it wait 2 second black screen and go in the windows. That is strange!.Program like photoshop and play game Diablo 2 is ok. But Flash 5 is strange , with weird botton and cannot output/play files. so I remove 3dfx voodoo 3 in device manager and reboot. 5. After reboot, it detects voodoo 3 card and then I repeat step 2 but install it in safe mode. This time I can see 1.07 driver update some system files. And then I reboot again 6. After reboot, it becomes a 16 color windows. And then I remove the 3dfx voodoo 3 in device manage again and reboot. 7. It detects voodoo 3 hardware again and the windows runs in 32 bits color. I think it should be first install the driver before it detect the hardware 8. Flash 5 weird botton disappear , it can play graphical flash. But the system still 'freeze' when play sound wav in flash. It runs ok with my old .swf files with sound but fail to play in all .fla file with sound even I make a new one. Even I delete the temp files in C:\windows\temp and reinstalled flash 5- I think some corrupted files should have made, but it won't solve the problem. 9. I have tried other sound program like winamp and sound recorder , all work fine. 10. When using flash 5,. it alerts 'failed to save document' when I open my old .fla file and try to save it (It can be saved using 'save as' 11. I have another harddisk with windows 2000, Flash 5 runs well there even this program is installed by ME! I think it most likely the driver problem. I am using Voodoo3 2000, Sound Blash live! 2 harddisk, one with Windows ME and another with Windows 2000 Any idea? Help !!! Thanks