Try Windows Memory Diagnostic to rule out bad RAM. It will create a floppy or extract an bootable ISO suitable for burning to CD. Since bad RAM is a big problem for Windows and probably MS tech support calls, I assume they made this one good. (see below for my personal encounters with it). @Jito463 Yes those are very good suggestions. To relate a story of mine. Before I had slipstreamed SP2 into the install CD, I installed it from the IT professional massive download. (My download was good however.) I knew it was a good file since I used the same file from previous CDRs on many computers. One day I tried it on a computer that INSTALLED JUST FINE from my XPCREATed disc. Then I took a freshly made CDR of the SP2 file I mentioned above and it kept failing to get past the extraction or decompression or whatever stage is when it creates that really long ZGD123432FDDF randomly named folder. Never got to next, continue etc. It kept saying the SP2 file was corrupt. Since it was a recent SP2 burn (disc never tried, but knew the file was good), I though it was the drive in the new computer, the drive int the computer I was using for creating unattended install discs, the media, etc. It drove me nuts trying different combinations trying to troubleshoot the problem. I even copied it through a network connection. Well that was the long of it. The short of it was BAD RAM. With Windows Memory Diagnostic I've never (yet) had bad RAM slip by. A friend of mine had problems with a laptop and tracked it down to a recent memory upgrade. And this computer had bad memory also which (oddly enough seemed to behave properly) I wouldn't have noticed if it weren't for the redundencies and checks built into the extraction process of SP2. Try running Windows Memory Diagnostic on quick first. I've never HAD to use it in extended mode, (eventhough sometimes I do) basic or quick mode has worked just fine (which is it's default).