I tried that. According to SiS, they aren't allowed to host USB 2.0 drivers for XP due to some agreement with Microsoft. (I found this on SiS's website). It also said that SiS has a third party (Orangeware) write these USB drivers for them. After some digging in driverguide and on the net, i found some SiS USB drivers for 98 (showed up as Orangeware while installing). These did not work either. I also found another package with 98 USB drivers for SiS, but they were for the 963 SB, not the 964. They didn't work. So no USB 2.0 for now.@MDGx All the latest drivers are installed. The BIOS was already flashed to the latest version upon purchase. This is usually one of the first things i check. I did install Maximus Decim's USB drivers, but that did not work either. After trying a "regular" install with MS updates, and trying to fix the problem to no avail, i done a reformat and reinstall. This time with the Unnoficial 98SE SP2.0, then all the MS updates, then the 982ME option 2, and also the option to replace the shell (option 3 i believe). (I actually stumbled across this site not long before i built this computer) Still the same problem. The BIOS options on this board were pretty bare. No assign IRQ for USB anywhere. USB is enabled in the BIOS though. I tried setting USB legacy to both enable and disabled with no change in either. I did disable PNP OS though. I generally never enable it. Also IRQ steering is enabled and functioning properly. The only thing i may have missed was the "Microsoft Windows 98 SE USB Driver HIDCLASS.SYS build 4.10.2223 Fix" unless it was included in the Unnoficial service pack or Microsoft update. I will try this later. Well, with the exception of the motherboard resources conflict, and lack of USB 2.0 drivers, everything functions nicely. Ran the system for a few days straight, played games, surfed the net, and subjected it to a few bootable hardware diagnostics. All dagnostics came up ok, and not one single reboot, blue screen, or any other error through all its use. It's a dual boot with WinXP and no USB problems or anything else under XP naturally. The motherboard resources issue could be due to the lack of USB 2.0 drivers, or the fact that the motherboard is "highly integrated". Some digging on the net brought up some information on problems with 98 and integrated motherboards. Well, thanks for all the help and information everyone. As everything seems to be 100% stable i'm not too worried about it, but i am going to try that HIDCLASS fix and see if that don't help. If it doesn't i'll continue to search but in the meantime the computer isn't unusable. The USB does work, it just won't get the extra bandwidth from USB 2.0. And under XP everything is fine, and XP will be used most of the time so it's okay for now. But i'll let you all know if i come up with a fix. Thanks again for the help!!! It's appreciated.