*************** Fixed, thx. *************** Hello Everyone, Thanks for taking time to help me out. This is a new build for a church multimedia booth and is booting fine making it into windows setup and then locking up... no beeps... everything stays on the screen as it was when it locks up... the temps are fine 19-21C CPU and room temp or slightly above on the system. specs: Foxconn K8S755A-6EKRS Socket 754 SiS 755 ATX AMD Motherboard Rosewill 2GB (2 x 1GB) 184-Pin DDR SDRAM DDR 400 (PC 3200) Dual Channel EVGA 256-A8-N330-LX GeForce 6600LE 256MB DDR AGP 4X/8X Video Card LITE-ON 16X DVD±R DVD Burner With LightScribe and 5X DVD-RAM Write Black ATAPI/E-IDE Thermaltake CL-P0257 Blue orb II CPU Cooler for LGA775 & K8 Seagate Barracuda 7200.8 ST3200826AS 200GB 7200 RPM Serial ATA150 Hard Drive APEVIA X-Dreamer ATXB3KLW-BK/420W Black Steel ATX Mid Tower Computer Case ATX 420W power supply for AMD/Intel Power Supply AMD Athlon 64 3400+ Venice 2.4GHz Socket 754 Processor Model ADA3400AIK4BO Arctic Silver 5 Thermal Compound It runs great until it decides to lock up... I'm installing XP and you can tell when it locks up by the little status boxes in the bottom right... When it does lock up you can tell it, b/c you can hear the pc "calm down".... But as I said before temps are way low with the multiple fans on the case and the Thermaltake Blue Orb on the CPU with Artic Silver 5 (the proper amount) between them. Also per another person, we actually changed to the Foxconn motherboard (in it presently) from a BIOSTAR NF325-A7 Socket 754 motherboard thinking that was the problem... but same problem with both boards. Oh and I ran memtest86 with the original mb and no errors, Any ideas? thanks in advance.