Interesting. It sounds like a definite disk-based I/O issue. However, there is nothing, based on what you have said, that would lead to that being the case. You have tried everything. Here is an idea though. Why don't you try disconnecting the sound card. Then enable the on-board audio on reboot. See if the problem persists. You never know, it could be the card itself. You defintely sound like you know what you are talking about, so its not as though you are just some kid who threw together some spare parts. I wish I had a good answer for you, but I can't think of much else to help you. I wouldn't bother with the Win98 though. As far as I know, MS no longer offers the updates for the OS, so you would be dealing with a stock version of the OS, which definitely needed its share of patches. If you are having problems with 2k and XP, 98 is probably not going to help you much. Hope it all works out for you.