Option 1. Boot to the Windows CD and chose "R" for a Repair. This takes you to a screen that gives you two more choices, the Recovery Console or a Repair Installation of W2K. Choose "C" for Recovery Console. At the Recovery Console prompt, run: CHKDSK /F /R Since you're booted off the CD, not the hard drive, it will run without a reboot. Reboot to see if this fixed the problem. Option 2: Re-install Good Tip: After the repair or Re-install, run system state backup. to avoid this sort of problom in future.