try a flat install. fdisk, write zero's, format then create a folder on the C:\ and call it 'flatinstall' then copy all the cab files to that directory then run the installation from the HDD instead of the cd. also if this is win98 may want to check with the MBD manu to see if any special PIIX drivers are needed. can't answer that one for you, though, as it just depends. just find your MBD manu/model and search for its PIIX. sometimes its needed prior to installation (just create the system folder and copy the MBD chipset from the floppy to that folder) but these are usually only needed on OLD systems.