Hi all, Thanks so for the help, but I'm running up against another problem. According to microsoft.com, i have a corrupt file in my system folder--setupx.dll. I need to replace it but I finally got GUI and now it says that the file is in use, that I can't modify it (ie. rename and replace--Remember that I now have ME and can't modify it thru DOS). Is there another way for me to get around this? --Erin

Have you tried deleting it from safe mode or a boot floppy?

Erin To extract a needed file from DOS http://support.microsoft.com/support/kb/articles/Q129/6/05.ASP no keys---------------- Have you read [b]Install Guides[/b] this Site... no keys---------------- You could also try SETUP SWITCHES... /d Will not recognize previously installed version of Windows, if present. It's better to simply wipe out the disk than try and clean install Windows Me over a used Windows partition, however if you must, you [b]must[b]... Example: setup /d no keys---------------- or navigate to this site if you can http://www.overclockers.com.au/techstuff/a_dos_me/ DOS Fix for Windows Millennium Good Luck