The freeware version of 98lite might help you with the above http://www.litepc.com Thks I've dowloaded it & will consider it. In meantime I'm learning to like winamp 5.3 You can reinstall IE from your cd but that's a very old version. WMP from your CD and the one installed bij IE is wmplayer2 ver6.4. This version cannot play audio cd's, really, it never could! I still have the mplayer2.exe on my system and there is no option to use .cda. (just checking...) You have a cdplayer.exe for that (also on win98 CD, add/remove programs -> windows setup) I would upgrade to WMP9.0 or use another mediaplayer like Mediaplayer Classic. But something is wrong/broken if you don't have IE6.0 SP1 in add/remove programs and you should reinstall IE first. Thks, I'm going to try live with Winamp before anymore installs. I had become accustomed to wmp but I think winamp will give me what I need. I only use IE once a month or so.