So you can't even install Windows 2003, this STOP error crops up during setup? * yes i can install fine, but it stops when it goes to restart. Are you formatting the partition through setup, or preparing it beforehand? * Through set up when it aske . where do i want to install this OS. Do you have another Windows 2003 CD that you could test, to rule out a media problem? Its not a media prob, because is a MSDN subscriber cd. Im thinking of just putting XP Pro back on it. and just do my Photoshop and do my web stuff on it.