I am attempting to upgrade some PC’s to W2K Pro. The hardware specs vary, but they are at least 200 MHz processors (most are 300 varying between Pentium and AMD). I have added 128 MB of RAM boosting them to 160 MB – 192 MB. I have also replaced the 4 GB drives with new Maxtor 20 GB drives. I’ve tried this on two different machines now and have been unsuccessful. On the first machine (566 Celeron), I boot from the W2K CD, create a partition (max size), format with NTFS, and complete the text-based installation with no problems. The PC reboots and completes the first part of start up (black screen with white bar), but then hangs on the next portion of the boot process (Starting up…). It gets halfway through the bars and hangs. I have attempted to use multiple boot methods (safe mode, debugging, etc.) with no change in results. On the second machine it barely gets started copying files and then I get a KMODE_EXCEPTION error. I have run it several times now and have gotten a different filename in the message almost every time (cdfs.sys, setupdd.sys, ntoskrnl.exe). The last attempted yielded no filename at all and a STOP error of 0x0000001E (0x0000005, 0x44BD3CB5, 0x00000000, 0x44BD3CB5). I have updated the BIOS in both machines (dates of 2001 and 1999 respectively) thinking maybe that was the problem, but no change. I have also tried both hard drives in a newer machine and the install runs flawlessly. Yet another step I have tried is to juggle around and remove memory. Is there a BIOS setting that is causing a problem or are the machines just too old (they are less than 5 years old)? I considered purchasing a BIOS upgrade from Unicore, but I’m not sure that will fix the problem. I’m sure I could install Win98, but I would prefer to have these loaded with W2K. Anyone have any additional suggestions or words of wisdom? Any and all help is appreciated.