Dual Boot Win98SE/Win2k Pro SP2 512 MB Crucial RAM Shuttle KT266A Mobo GForce3 64MB vid card 12 Gig HD (~780 MB Free) Win2k had been running flawlessly for months. Rebooted yesterday afternoon for the first time in a few weeks. When shutting down it took a long time (minutes) to get past the "Saving..." portion of shut down, then rebooted normally. The boot process was as fast as it normally is, but when it rendered the desktop, everything was incredibly slow. The icon drawing, toolbar rendering, everyting. CPU was pegged the whole time. There is only one utility being loaded at startup, and that's a USB joystick configuration util. Removing that had no effect. There is no single process that hogs all of the CPU, it tends to scatter across a handlful of them, including explorer.exe and formerly WinMgmt.exe (which I have since disabled, along with all other unnecessary services). Doing anything, double-clicking on an applet, opening My Documents in a window, pegs the CPU utilization and takes seconds to complete. Scrolling within the window is slow -- nothing runs at the correct speed. None of the hardware is overclocked. Fans and heat sinks appear normal. This has happend once in the past and then mysteriously fixed itself. The Win98 OS is working fine when I boot up to that. Vid Card drivers were last updated about two months ago. I'm stumped and frustrated. Any help would be greatly appreciated. Thanks in advance.

Orca989: Have you done the following: 1) Viewed the 'event viewer'for any abnormal messages with W2K? 2) Run 'disk management' on the drives. 3) Run 'disk defrag' on the drives. To access the above tools: start programs administrator tools EVENT VIEWER Note: I would clear out 'ALL' messages then reboot the system THEN look at the messages. computer management DISK MANAGEMENT DISK DEFRAG

John, Event viewer mentioned that hard drive space was low when it hit ~200 MB free. I've since cleaned it up and free space is now ~770 MB free. I suppose disk space could still be part of the problem, but my swap file is fixed at 768 MB and is not changing on the fly, so it's not like that would be trying to expand and running out of space. And no, I haven't defragged in awhile (months?), something that I should do. The problem is that if I do it now, it might take me a week to complete at the rate that the operations are moving in Win2k right now. And this just doesn't strike me as a defrag problem as the hard drive is not thrashing while it's trying to perform a task, but CPU utilization spikes and it takes forever to do anything. Oh, one piece of information I neglected to include initially is that both OS's are installed on FAT32 -- Win2k is not running on an NTFS partition.