Do what Playmaker said. Basically run Winnt.exe from the i386 folder on your cd. Don't even need the stupid bootdisks (freaking 4? gotta be kidding me). Anyway, before you do, find Smartdrv.exe and run that sucker twice. Don't ask me why, but first time, it doesn't work, you have to run it the second time then it'll give you some message or something. It's a caching utility that will make your Win2K installation time go WAAAAY quicker. If you can't find it on the Win2K cd, look in someone's Win98 computer and copy the file.