I have a friend who wanted to upgrade his Win98SE computer to Win2K Pro. We installed the disk, the CD autoread the disk, opened the menu selection. We selected the upgrade option. It then asked if we wanted to Upgrade (Recommended) or Clean Install. I chose the upgrade (I wanted to keep his files and programs) and then it started. It came up with the Compatibility report (drivers, no problem to upgrade later) and then started the upgrade. Everything went smoothly, it asked for username and password, which I supplied. On restart, when the LogOn screen came up, his Username was in place, and I entered the password. The system accepted the password, and started to log on, then stopped, switched to 'Saving Settings' and then dropped me back out to the LogOn diaglog. I repeated three times, restarted the system, shut down and restarted the system, started the system in Safe Mode, and every time it did exactly the same thing. I booted into the Setup screen, chose the Repair Option, and went to the Recovery Console. Here's where it gets weird. When I selected the install (there was only one, of course) it asked for the password, and I put it in, and it came up at the C:\Windows prompt! It logged me in!!! I rebooted the system, but it still would not log me in from the LogOn box, either normal or Safe Mode. I changed the User Name to Administrator every time, and used the same password. Wouldn't let me in. At NO time, in using the password, was I given the 'Wrong Password, can't log you in' message, although when I used the wrong password, that message would come up! So, it was trying to log me in, but couldn't. I've never seen this before. I've never even *heard* of it before. I'm wondering if anyone else has, and what they did about it. My friend is really pissed off right now, and I offered to swap the drive into one of my systems (I have an XP and also a 2K system) and read the info off the disk, and recover the data files, because there is some important stuff on there he needs. However, he's not buying that for right now, probably because he's frustrated. So am I. Anyway, anyone have any suggestions, other than a reformat and reinstall? Thanks, Gary

try logging on as administrator. with no password.