It actually sounds like you either did something wrong when you patched your Windows 2000 (The original Windows 2000 had a strange bug, causing the Explorer to crash. ServicePack 1 cured that bug.) You might also have a virus. My computer at home works just fine with Win2K and Photoshop 6.01 and the 12 computers at work also work quite good with the same combination. It probably is something different. Try using the TaskManager to find out what tasks your computer is running. Try using a reliable anti-virus programm. If you are using ACDSee 4.0 - get rid of that programm as fast as possible. It is total junk and crashes almost everytime you try to use it. ACDSee 3.1 is much, much better. If that doesn't fix your problem, reinstall Win2K ServicePack 1 and Servicepack 2. If that doesn't help, you got real problems. Try to reinstall your system and see if the problem is still there. If it is still there, you probably have a hardware-problem. Joerg Weber