Have you done a clean install after replacing memory/ video card? If not, I'd reset the BIOS to default options before doing, perhaps choosing compatibility mode for HD, if applicable. Do not reinstall over current install, do format and all. Edit: My Motherboard only allowed two choices for the graphics card: 'On Chip VGA' and 'PEG slot' which I assumed (still do) means PCI Express Graphics slot. Sorry I didn't recall that earlier, hope your not in the same boat. Further Edit: I may have had motherboard resource conflicts too, until I updated the drivers using Intel's update I pointed to above or the unofficial one (for the 865) I pointed to in my original post: http://www.msfn.org/board/topic/158239-installing-98se-on-emachines-w3629/#entry1009973 I had to extract them and do them manually, I went into the device manager and updated that way. One at a time, yeah it's a pain, but it obviously worked for me.