Chuckie... did you read the very last post I made? It was the BIOS. In fact any BIOS newer than VBA-2BA5 will cause the same issue with Soyo SY-6VBA133 motherboards (I tested it out). The reason SP4 killed the machine was because it overwrote system files, yet was unable to save the necessary registry settings etc. Windows 2000 is working flawlessly now. It was just weird that I had to go backwards to fix the problem...