TROUBLE WITH UP GRADE

First, even for the upgrade version of XP, you do NOT need to load Me before installing XP.

Next, your system is very close to the minimum requirements for XP.

I would at a minimum add as much RAM as possible.

What I suspect is going on, is that you have some hardware that is not compatible with XP.

Perhaps your video card or monitor.
Some modems and sound cards will NOT function under XP.

What I suggest you do at this point, is get Me running again, and go on-line.

Go to http://www.pcpitstop.com/
and run their XP Readiness Test.

This will identify any hardware issues for your PC that may prevent you from installing XP.

Just last weekend, I worked on a system that should have had no problems with XP. I could NOT get XP to load for me at all!!!

I suspect now, that the motherboard has a problem with either the memory or IDE controller.

The strange thing is that W98 functions fine.

My point, even if your hardware is capable of running XP, you could have a hidden system problem that prevents XP from properly communicating with the hardware.
Even though Me was running fine.

Realistically, I ALWAYS double Microsoft's minimum system requirements.

On a 266MHz system, Windows 98 is likely the newest version of Windows that I would install.
I suspect if you ran some benchmark tests on the system that you would find that:
W95 runs the fastest.
W98 runs 8 to 10% slower than 95.
Me runs at least 15% slower than W98.

Chas

A simple answer to tha last post would be to insert your windows XP in our drive, Now! lets say your drive is (d:)

go to start,run an type in d:\i386\winnt32 /checkupgradeonly

(remember to leave a space between winnt32 and the /

Now if there is incompatible hardware showing on your system AND remember this can come down to software too then all you have to do is uninstall it( probably and more than likely modem or graphics card)Physically remove them from your machine and run the upgrade

At the very least, beacuse it should be free, check the pc maker's HP for the latest BIOS for your machine. Next install the maximum RAM possible, which should prove helpful but is not essential.

Before installing, clear the CMOS (with jumpers on the motherboard or remove CMOS battery for 24hrs), reboot into computer Setup and set the BIOS to defaults (or you might need to set the first boot to CD if booting from CD is problematic).

When installing the OS, do a custom install and select a "barebones" installation. If you succeed, maximise your PC resources by running "classic windows" format without the unnecessary effects, indexing and so on.

If you are comfortable with partitioning the hard drive, at setup make three or four partitions (say 2GB for the OS on drive-C, about 500MB for a Paging File, about 1GB for a "scratch disk" (a kind of temp files for CD burning, Photoshop edit, printer spooling and so on) and give the remainder to your data.

You should find that XP can be run on antiques, all my kit is ancient, just do not expect miracles . . . good luck!

Microsoft support article KB311442 goes over some of the fixes for this problem.

As mentioned the system can barely if at all run Win XP. 64 MB ram just isn't going to get the job done. Upgrade the memory to at least 256 MB.
Don't add mismatched memory better to replace it.

Minimum Requirements for XP

PC with 300 megahertz CPU or higher recommended; 233 MHz minimum required
128 megabytes (MB) of RAM or higher recommended (64 MB minimum supported; may limit performance and some features)
1.5 gigabytes (GB) of available hard disk space*
Super VGA (800 ? 600) or higher-resolution video adapter and monitor

Get the book for your motherboard out if you don't still have it go to the OEM website and they usually have them online in PDF format.

If you have a ISA network card (longer black slots) remove it and get PCI (usually short white slots).

If not intergrated temporarily remove the modem and sound card. If they're onboard disable them in the CMOS. Sometimes there's a jumper on the mother board to disable features.

In the CMOS disable USB functions and serial ports.

If you have them don't use USB keyboard or mouse, they can be installed after XP is up and running.