Hello, There are several possibilities on why this error would appear. The most likely cause of the problem is that the device driver being loaded is not compatable with the particular hardware device and is failing during initialization of the driver. If the culprit is the mouse, then the problem could be an incorrect driver for the type of mouse device you are using. Different motherboards allow for different mouse types. Assuming you are using a motherboard with a PS/2 connector, connect a working PS/2 compatable mouse and try the install again. The setup process should recognize the PS/2 mouse and load the correct default device driver. This should get you past this problem. If you want to use a non-PS/2 compatible mouse, the mouse (USB type mouse) manufacturer should provide you with a WIN 95/98/ME driver. If you can not locate such a mouse installation program/driver set, then I would suggest using a PS/2 compatible mouse. Also note, WIN98 will not recognize disk partitions greater than 137GB (unless you install special unofficial patch). If you installed WIN98 in a partition > 137GB it will fail. If SYSTEM.INI contains any references to files located on a >137GB drive, that will cause a failure as well. If this is a 100% fresh (ie - empty registry) install, then you should not have anything loaded other than a basic WIN98 system and you should not witness the SYSTEM.INI problem. If this is a re-install using a pre-existing registry, you are vulnerable to this problem. BATSoftware