after reading all of this I only know 1 thing...that LS doesn't work on your machine in Windows 2K. How about telling us a little more...like what happenes when it boots up. does it go straight to the GPF or does LS start to try and load? have you attempted unloading all modules per basic troubleshooting proceesdures to see if it is module specific? More importantly, what version of LS are you running and what is its compile date!?