Computer won't startup into windows. At initial memory check it goes through the first 640K and I get OK, then it goes through the next 128MB and I get OK. It then finds the CDROM and I get a message the Memeory Fail. Pushing F1 will allow me to continue, but I get a general protection fault error and asks me to rebot. After the reboot, I don't get a memory error, but in safe mode I get an KRNL386.exe error at 0001:00007e9d. I had the RAM check at CompUSA and they said it was OK. I also took off all of the peripherals that might not be necessary such as CDROM. Could I have a bad motherboard? Someone help!

reinstall windows

Is this a new system? Have you upgraded to WIN98? Have you done anything different to the system prior to problem? More info please. If the reinstall of WIN98 doesn't fix the problem, check your BIOS settings for how your RAM is setup. Windows 9x is VERY picky about memory timings. Running a high Front-Side Bus Speed taxes your memory, and if it isn't up to the challenge, you might not get any errors until you try to boot to Windows. Case in point: I've set up 60ns EDO RAM as 50ns and boot to DOS no problem, but to boot to Windows, I've had to adjust it back to 60ns with an 83MHz FSB, but at 75MHz the chips ran fine as 50ns. Try setting the RAM timings to the highest available (ie: 4-3-3-3) and extend your CAS/RAS delays to the highest values. If the system boots fine, then you have slower RAM. You can gradually step the timings and delays down to find the best settings. Also check how your CPU is setup. Sometimes the Front Side Bus is set higher then the CPU's Spec. to give customers with faster systems (so you pay more for them), but you actually have bought a CPU designed to run slower. There was a BIG remarking scam with the Intel Pentium MMX Chips--don't think it stopped there. People are still doing this with Slot 1, Socket 370, and Athlons as well. Make sure the CPU is set up properly for Bus Speed, Multiplier, and VOLTAGE. The last item is crucial. Overclocking a CPU SLIGHTLY is usually safe, if one pays close attention to the voltage--too high fries the chip, too low won't boot Windows. You also have to make sure the chip stays cool, else the system crashes shortly after a successful boot, or during intense operations. If you are in this "Overclocking" boat, check these overclocking sites: http://sysdoc.pair.com, www.overclockers.com, and www.bxboards.com. The last two deal mostly with systems after slot 1 hit the shelf, but the first one (Tom's Hardware Guide) has tons of data on all systems since the classic Pentium. Good Luck!