My friend had a PC he gave me to format and reinstall cause windows was having problems. It turns out windows would go as far as the XP loading screen with the scrolling progress bar and the meter would stop and sit there. So I quick formated and reinstalled XP and got the same problem. So I deleted the partition and did a full format and same problem. I changed harddrives, still nothing. I removed the sound card and network card, swapped the video card and powersupply and alternated with his 3 sticks of RAM, even swapped the IDE ribbon. Still could not load XP after formating. Any other suggestions? I'm not sure if it is hardware or windows, but the install process went fine, and I know that XP install disk is good, but after swapping that much hardware... I'd appreciate any suggestions. Thanks, Matt I think i found the problem, I noticed on boot it changes the amount of RAM its finding. Now I beleive motherboard or RAM. and for this 800 MHZ celeron with 384-512 megs of RAM, I'm not sure its worth it.