Hi BAH, I am using MediaPlayer - but my PC is a PIII 650 with 448MB RAM; I wouldn't think resources would be a problem with this machine. Also, I have turned off visualizations. Like Imentioned in my original post, the weird part is that it worked fine under Win98SE. Any advanced hardware settings on my CD-ROM or DVD-ROM that I can check? Thanks for any help you can give...!