I have just run the gauntlet and upgrading from 2000 server to 2003 server and am stuck. The machine functioned perfectly under 2000 server, but now having upgraded to 2003 I get to the below point. Below are the steps I have completed. 1.) Inserted and run setup.exe on the 2003 server installation CD. 2.) Machine copies files and restarts. 3.) Machine boots into 2003 Server Splash screen with scrolling grey bars. 4.) Machine then goes to a grey screen and after about 30 seconds restarts. 5.) Machine goes through boot sequence again and after windows 2003 server splash screen with scrolling grey bars, grey backdrop saying "Setup is restarting", then back to grey screen with cursor and 30 seconds later machine restarts itself again. Here are some notes. I start up in safe mode, get the black screen with "safe mode" in the 4 corners, then an alert that says "Not enough virtual memory, or virtual memory quote exceeded and could not complete operation" The OS is installed on a 20GB UATA 133 hard disk that has ONLY the OS on it... about 18GB free... and there is an extra 120GB UATA hard disk installed. Any Ideas much appreciated. Thanks Yaniv

Have you tried from the start, by deleting the partition in the setup, & recreating & going from there? Plus what is the memory like? I take it there is a fair amount there