Sorry for delay on acting on info provided, only able to work on "hobby" machine as time allows. Booted to DOS mode and made changes to c:\windows\system.cb as recommended by STEVEN W and SUBMIX8C. Basically put changes I had made to c:\windows\system.ini also into c:\windows\system.cb. MS-Win98 SAFE MODE now works!!! Re-formatted disk drive. Re-installed MS-Win98 SE. Again install of MS-Win98SE would not finish as expected, reboot, F8, DOS mode, re-applying fixes to files c:\windows\system.ini and c:\windows\system.cb, reboot, and verifying both NORMAL and SAFE MODE booted MS-Win98SE to GUI mode. Worked GREAT!!! Next I followed SFOR recommendation, rebooted to BIOS menu, went in and recorded settings for USBs, then disabled them all. Saved BIOS, booted into Windows, and applied HP driver update SP27532 "Intel Chipset Support for Windows" (Version:5.1.0.1008 A, January 18 2005) without issue (one or two planned reboots occurred by install of drivers). Rebooted to BIOS menu, return USBs to their original (pre-disabled) settings. Saved BIOS, booted into Windows with not issue. I have no USB devices to test if they work, but Windows is not hanging, I am HAPPY!!! I was not able to act on SFOR recommendation to go to a HP DC7100 because; a) I don't have one, B) using IDE not SATA drives in my HP D530, c) I have a AGPx8 GeForce 6800GT with 512mb 128bit DDR2 that I want to install and use in system. I have read on other web sites to stay away from PCIE graphics for building a MS-Win98SE system, but I gather SFOR has that work, cool. Thank you STEVEN W and SUBMIX8C and SFOR!!!!