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"...1) If I get the Win95 CD version, do I need to configure the CD-ROM drive first in Win 3.1, then begin the Win95 load process?..." no. the quickest, safest, easiest to troubleshoot way to load win95 without the help of an internal cd rom is to create a directory on your c: drive for the install image. copy the contents of d:\win95 (where d: is your cd rom) *only.* you do not need anything on the cd rom other than the "win95" directory to do an install, and it's only about 33mb. install from there, not from the cd itself, then you can remove all real mode drivers, initailize 95's card services, load card drivers, etc. it's very hassle-free this way & you can wipe out the image directory when you're done if you need the space. (i prefer to leave it to make changes & additions more seamless) "...2) Are there advantages to getting the CD version of Win95 vs. the floppy version, or would I be better off loading Win95 from floppy and then configuring my cd-rom in Win95 only?..." if you do it the way i described, you don't need floppies or real mode cd rom drivers. but, for the record, there are great performance and stability advantages to configuring *everything* in win95 only. i have no config.sys on any thinkpads & the only autoexc.bat's i have are for mwave machines, and even that is only one line to include c:\mww\dll in the path. Michael J. Verne Systems Administrator, Ventana Communications Group michael_verne@vmedia.com http://www.vmedia.com/michaelv/ ~~~~~~~~~~~~~~~~~~~~~~ If you board the wrong train, it's no use running along the corridor in the other direction. --Dietrich Bonhoeffer