I agreed to help a friend upgrade the OS on their laptop from ME to XP. I did not know what I was getting myself into. The PC is an older Dell Latitude with a P2 366 MHz CPU and 128MB of RAM, which is marginal for XP but should work. I am starting with a clean install, or trying to anyway. The original hard drive was a 3 GB unit, which was swapped for a new 40 GB unit. Things are getting interesting. The 'puter does not have a dedicated floppy drive for use in preparing the new drive. I have a modular 24x CD-ROM drive and modular floppy drive to use for this upgrade and only 1 modular drive bay. Trouble is, I do not have access to both the floppy and cd-rom drive at the same time. I partitioned the drive and formatted it using a 98SE startup disk. After hot swapping the floppy and cd-rom several times(admittedly not a good idea in the first place), I got Windows 98 setup to run once, and it promptly stopped responding. I could not get back to that point because when I plugged the cd-rom in the bay the display turned off. It will not run either XP or 98SE setup from the CD, autorun doesn't work for some reason. My logic for installing 98Se was to use it as a springboard for running the XP installation. So I proceeded to install DOS, then Windows 3.1 as a springboard for 98, then XP installation. There is no way to have access to both the cd-rom and the floppy at the same time unless one of them is connected via a parallel port. They brought me a usb floppy drive today, but of course I told them it wouldn't work since there is no usb drivers and no way to install functional usb drivers. I now have Windows 3.1 installed, but guess what, I cannot get working cd-rom drivers to install, so I still do not have cd-rom access at a point where I do not need the floppy drive. My only options at this point are: 1. accept defeat, 2. get a working cd-rom driver installation in 3.1 so that I can then install 98 or W2K, then XP. 3. copy the 98SE or W2K cd to floppies, then copy them to a folder in the 3.1 installation via DOS, so that I can access the installation files (which will be very time consuming. Is there any other way to pull this off? I am getting a crash course in the idiosyncracies of a laptop, which I am not too familiar with, and it kills me that I can't pop the cover off and do the things I would do with a desktop 'puter. A working cd-rom drive in the Windows 3.1 installation would be the easiest way. Help!!