Okay heh, maybe I should have explained a bit more. I did that, otherwise win2k wouldn't boot at all. What it does is reboot after setup, go through the hardware detection, then install files, COM+, etc. then it will do the start menu items, then it gets to "Registers Components" and will lock up when the bar is about halfway through. My guess is some hardware conflict that I'm going to have to pull out all of my cards for (which will be a PITA) so I was just looking to see if anyone else ran into this issue and knows anything about it.