Have you backed everything up? Why do you want to do this? If your system has problems, a better idea would be to fix the problems. If it's a system problem, run system file checker from the command prompt: sfc /scannow (have the 2K CD in the CD drive.) If it's a compatibility issue, uninstall questionable hardware or software and try again. If the system can't be salvaged, just reinstall everything, or attempt to repair your installation. There are other things you probably could do, but you haven't told us what the problems with the system are, so it's difficult to help. I would attempt to fix issues first, before pulling out the 2K installation disk. What's going on with your system? whythisagainwhythisagainwhythisagain