issue resolved (?) I did yet ANOTHER format/install of XP, installed Omega 4.7's and THEN SP2 build 2169 and it works, but the install of SP2 failed right at the end... And, Ive tried to reinstall it from Windows Update, as well as the file I downloaded...so, uninstalled the 2158's, rebooted, installed (good this time) SP2 b2169 and tried the 2158's again, and the problem presented itself again. I've duplicated the problem numerous times...it IS SP2 b2169. I saw that Omega tried it out on 2149 and it worked well, but Microsoft changed something since then, obviously. So, back to 4.6's while I'm on the build 2169... Psychlone Windows XP is a 32 bit Graphical User Interface for a 16 bit upgrade of an 8 bit operating system made on a 4 bit computer by a 2 bit company that can't stand 1 bit of competition!