Hello, well the problem u specified is due to the third party kernel file there in system folder. windows genrally when upgraded checks for kernel file and if it finds another third party software or kernle it displays this message . i too had got this error when i was using third party kernel. just uninstall any third party utilities like tune-up utilities, style xp or any other utility and restore original XP kernel.exe in \windows\system32 drive and then upgrade, it will go on nicely. The solution which i had descibed is ised and tested. Hope this helps you out. Regards Utsav Handa