Many 9.2.1 CD's had a visible defect on them. (As was the case with some Panther CD's) Apple recalled hundreds of them right after release, maybe you have a bad CD. Check for any visible defects on the disc. I have 2 9.2.1 CD's here and I use 9.2 on all my machines along with OSX and I must say, it doesn't compare with OSX at all. X is much more stable and powerful, however OS9 is faster by a long shot to bad its going out. :-( CJ Scaminaci Project Halo: Webwar Evolved Lead Software Engineer-Macintosh Development http://webwar.sourceforge.net http://sourceforge.net/projects/webwar HaloGenius at sbcglobal.net