Well, I've managed to fix the problem! It took like 8 tries inching closer step by step to a complete system, but I've managed it! Decided to format windows again. and started the install. Mid install when it had to reboot I would get the VMM32.vxd missing error, after getting this error it would make you shut down and try again. So the key to getting past that error was to take out the CD, and try to start windows before the installation completed. This would bypass that error and take you back into setup before you left off. (Apparently it was looking for VMM32.vxd in the cd in the wrong area or something). Once you were back into setup, you had to put the CD back in the drive, then continue the rest of the setup. After you got to the first boot up you then get treated to the tons of dll's missing. Windows initially tries to find these files in the C:\windows\system\precopy folder, but it will fail. In order to get around this you need to manually type in D:\WIN98 for the search path instead so it'll look in the CD-ROM for those missing files, it will then find them and put them in their corresponding area. Now you can boot to the desktop error free. Now, to get the network drivers to work, I had to install those, and then it would ask about 'choosusr.dll' (or something along those lines, I can't quite remember the file name it was looking for). Again it wants to look in precopy for these files, and they won't be there. So you again need to direct it to D:\WIN98 for it to get them off of the CD. I've opted to copy D:\WIN98 to another folder on the C: drive for easy access so I don't need to keep putting in the CD if I ever need some of those files when installing something in the future. Note: I did this without the radeon 7000 in the machine. I used the SiS5598 integrated graphics for this because I suspected the radeon 7000 might be causing conflicts with the integrated graphics. After everything is all patched up and ready to go (almost there, just running the windows 98 Auto-patcher right now!), I'll probably try disabling the SiS5598 in the device manager and try to reinstall the radeon 7000. Before when I was trying to install the radeon 7000 drivers I got an error message saying that I had the wrong device installed for the drivers I was trying to install (but I know for a fact these are the correct drivers), which led me to think there was a conflict with the integrated graphics and my radeon 7000. From what I can see, there's no way to disable the integrated graphics from jumpers on the motherboard, nor is there a disable option for the graphics in the BIOS (only a 2MB and 4MB option) I believe the RAM is working in it, I'm getting a reported 124MB of ram (-4 because of the integrated graphics), and the hard drive and CPU seem to be doing fine as well. CD drive works, ethernet works, and sound apparently works (I see the sound in the task bar, but no speakers to test on). If I can get past the final radeon 7000 road block I should be home free!