Hi Agi Since I posted this, I put the old motherboard back in and connected everything up so I could start XP, (My old system, not the new one). And I went to my file cabinet and retrieved my old XP-SP1 disk. From 2001 I think. I downloaded service pack 2 and used the sp1 disk as the source, and let Nlite slipstream the service pack. Was very careful not to remove needed items. Created an ISO then burned it with Poweriso, Then back to the new system and did a new install including quick formatting the HD. Installed without a hitch, Boots up first time and seems very stable. I don't know what the difference is, but suspect I removed something wrong with the XP-SP2 disk. Anyway it's working great now. And nLite is a Great utility! I use XP because it has native .net and ASP for website work. I tried AHTML under Linux/Apache but it is very S-L-O-W. If it were not for the ASP in XP, I would use Linux exclusively. This computer is a PIII with 256Ram and a 40G HD. It is five years old. Has never had to re-install and is just about as responsive as XP with a 2.8Ghz P4. Thanks for your response and Thanks for a great forum. Yallerhoss