I have now tried 4 times to get XP to allow a MB swap and only 1 has been successful. There doesn't seem to be any rhyme or reason for it either. I tried Intel to AMD, AMD to Intel and Socket A to Socket A. The one that worked was an ECS/Intel board running a Celeron switched to a Socket A (133A chipset). Booted to Safe Mode, then normally without a hitch. Go figure! Save yourself the hassle and just do the format and reload. Your system will be better off in the long run. Just reloaded my 98SE system with XP Pro this weekend. Yes, I have knots in my shoulders from the tension, the cats are afraid to come near me, my wife stopped speaking to me yesterday and my office looks like it has been torn apart by the FBI: But hey, I have a nice clean load of XP now and it runs like it never has before! Now I must go shopping for some Bengay, Cat treats, a dozen roses and a box of trash bags; not necessarily in that order. 😉