I have an IBM T40P laptop running XP SP2 that is current. I was in the process of cleaning up and reorganizing my data among my 3 machines and storage devices. I moved most of my data off of the machine and was preparing to do a defrag. I thought that I should do a cleanup prior to the defrag so I ran registry first aid which I do on a regular basis. I also wanted to run Spybot S&D and was having a problem with it so I decided to reboot and start again. When I rebooted, I got the message "Windows could not start because the following file is missing or corrupt: \windows\system32\config\system. I went to the IBM product recovery CD and the only option that I seemed to have was to reformat the drive and reinstall XP. Since all of my financial info is in quickbooks, I deferred on this point. I had a reinstallation disk that is for XPSP1a from one of my Dell machines. I inserted this and was able to boot through and go to the recovery console. When it asked for the administrator password, I left it blank and was able to get to the hard drive via dos commands. I followed the procedure in Microsoft forum and was able to copy the initial files into the config folder. I was able to then boot windows and tried to restore to a previous backup registry. I used RFA to do this. When I restarted windows, it launched OK but most of my applications did not run correctly or came up unregistered. I also was unable to have any network access, both wireless and hard wired. I decided to try and return the origional software file and that seemed to help, but still no network. I decided to try and return the system file, and when I rebooted, I was back to the could not start problem. I figured OK, I would just go back to the recovery console and copy the system file back and try something else, maybe try and restore to an early date. Now, however, when I launch the recovery console and it asks for the administrator password, I just hit the enter key like before, but now it says it is not a valid password. Sooo, three questions 1) Is there any way around the administrator password so I can run windows and copy my needed files off, or 2) Can I install windows without reformating the drive? I know that I will probably need to reinstall the applications, but the files should remain intact? 3) can I purchase a generic Windows SP3 upgrade and install it without either formatting the drive or by installing it in a new partition so the existing files will remain intact? Sorry for the long windedness, but I hoped that by explaining the entire process, it would be easer to give me some good advice. Thanks for your help. Bill Gaze