I have 12 virtually identical workstations running Win95 OSR2 that I am trying to upgrade to Win98SE. I have the Win98SE Upgrade CD. Three of the machine upgraded (vs. new install) just fine after first shutting down all background processes and programs. The other 4 I tried come up with an error stating something like "Your current operating system's SETUP.DLL and NETIxx.DLL files are currently in use. Please shut down all programs and try again" I shut down everything except EXPLORER (and even experimented shuting down SYSTRAY)but I keep getting the error on only some of the machines. Any ideas on how to overcome this error condition? Thanks!