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Hi folks, long time no see. Today, one of my older 98se socket 7 boxes is acting up. At bootup, it keeps going into the blue-colored screen, Microsoft Registry Checker. It supposedly loads up a new registry and tells me to Restart. However, it doesn't work. It will keep going into the Checker, then loading, then rebooting. However, at the first times it acted up, it was able to load up a good registry and get me into the desktop normally, but now never more. Going into Safe Mode at boot does not help either, it will still go to the Checker. But I can go into either of the Command Prompts (98 Startup Menu). The disk contents there seem ok and intact. It has been at least 20 times since this has gone/looped through the Checker and reboots. This all started last night. I replaced the motherboard 3V coin battery and I changed out the AMD K6-II CPU to a K6-III CPU, at same frequency. I would think changing the battery would have no issue, i.e. the BIOS kept losing its configuration. That problem solved. So my only guess is the CPU changeout. Specs: Abit AX5 Pentium motherboard (circa 1997-98). AMD K6-III 450 (AHX) - Configured via SoftBios to 75mhz fsb at x2 = 450. The K6-II 500 was setup exactly the same for years with no issues. Also, I/O at 3.3V, Core at 2.5V. 256MB memory (max) 2 hard drives The only difference between the K6-II and III is that the III would not accept "System bios cacheable enabled" in bios, so I have that disabled. Otherwise it would hang at startup (the K6-II will work with it enabled). Everything was working ok last night after the CPU replacement, but not today. It has been awhile since I've tackled with Windows 98se registry issues, and I don't remember any of the tricks, so any help is appreciated. Or how far am I hosed with this? I would like to save my desktop and not have to start over with a virgin registry.