Thanks for the suggestion. Unfortunately, it won't help because they were definitely copied to the set-up directory. I played around with it some and got things into a semi-working state, though. I edited system.ini and changed this line: shell=Explorer.exe Actually, I commented it out and added a new line, like this: ; shell=Explorer.exe shell=progman.exe That tells Win98 to use the Program Manager from Win3.1x/WFW instead of Explorer (which is the default). BTW, the file manager from Win3.1x/WFW is available, too. Just launch winfile.exe. I'd bet that most Win98 users are totally oblivious to the fact that those programs are there. You said that you've been using this without any problems. What do you use it for? To me, this is not good as a desktop system. At least, not in its current form. It's more for special purposes. Most people should just go straight to 98lite and not even bother with this. Having said that, I think that "Mindows" could eventually, with some work, turn into the equivalent of an nLite for Windows 98. I am definitely going to play with this some more. My idea to use progman.exe as the shell instead of explorer.exe has given me a few additional ideas. Phil I have used mindows on quite a lot of embedded products, I like it as it enables me with a little alteration in the setup here and there to have an install as small as possible ( a lot lot smaller than 98lite), only detecteing hardware and loading drivers that i require etc etc. When my television blew up I replaced it with a tiny mindows install, on a flash drive, with a tv card on a pentium 200 non mmx system silent pc. It worked flawlessly month in month out, operating constantly for weeks at a time in between reboots. If you change the files I mentioned explorer should work using the 95 shell, or as you have already found out simply point it to another shell, personal favourites of mine are liteshell and go
