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"...The trick is to run the win95set.exe. It made some changes in some files and I think the most important one, adding the vesa.exe device driver in Config.sys. If you get the message that 256 colors (or something like that) is not supported, chances are that you are missing the vesa.exe...." ~~~~~ vesa.exe did it. thanks. but running win95set didn't do it. that diskette is the one that didn't have 9545 listed as an option. i ran it & chose 9525 just to see what would happen & it added vesa.exe to config.sys & now it runs great. thanks again. 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