Known issue: Defragmenter restarts over and over. One of these solutions should probably solve your problem, and it's good troubleshooting practice. Common Causes: Most common, you have MS Office installed, and Find Fast is in your Startup folder. You can delete it from the Control Panel, or remove it from the Startup folder. Or you can hit CTRL-ALT-DEL and kill the task. It just keeps a database-log of where ever you ever accessed MS Office files. To help you Find them Faster, searching by text. I've never met anyone that ever really made use of that feature, and I've talked to hundreds of people about that. Of course, if your files are on your Hard drive, in your default Documents folder whatever that is, you can't get too much faster searching anyway. Why Defrag Stumbles: If Defrag moves part of a file, Find Fast writes that information to the hard drive. Any program writing to the Hard Drive causes Defrag to start over from the beginning. Catch-22. The first thing I recommend is going to the Control Panel, opening the Find Fast utility, and selecting Delete Current Index from the menu. Then get to your CURRENT Startup folder to stop Find Fast from starting over again. Right click on the Start Button, select Explore. Navigate down from the Start Menu folder to Programs to the Startup folder. Move the Find Fast shortcut to another folder like Accessories, so you can move it back later if you want to, or else simply delete it. Then either restart or read below first. Next most common, another Office type program with the similar issue, different name. Office Startup is one possibility. That can and probably should be moved to Accessories or deleted as well. It seems to cause some conflicts and crashes within Windows. It only "pre-starts" Office, so Word and Excel "appear" to start 3 seconds faster. Next most common, something else, like a Virus scan or Crash protect or Norton Utilities or Cyber-Nuts-and-Granola that keeps track of the Hard drive and file locations. I've seen Norton Virus Scan cause this. Sometimes it may be possible to simply temporarily disable "Real Time Scanning" from within the applications settings, for Anti-Virus for example. Or pause the app from a menu on the Taskbar by the clock. Another Possible solution: Do the "three-finger salute" [hold down CTRL + ALT + DEL momentarily, at the same time, then release.] Brings up "Task Manager", a (partial) list of running programs, and most TSRs. (Terminate-and-Stay-Resident programs --- that means basically "run in the background"). All you "need" to leave running is Explorer (Windows shell and Desktop) and Systray. Really not even Systray, but it's part of Windows, so don't worry about it. If that fails, what is almost guaranteed to work, (as much as one can guarantee in software) is to start in Safe Mode. (In Win 9x, hit F8 when your PC restarts and says "Starting Windows95..." or in that time space after RAM and System is checked and before the Windows splash screen comes on.) You have 2 seconds after it says "Starting Windows95... to hit the F8 key. This will call up a special Startup Menu, with numbered choices. Pick Safe Mode. In Win 98 and ME, you may be able to hold down the Control [CTRL] key during startup, until you get to that Startup Menu. All the fancy Windows drivers are not running in Safe Mode, including any high falutin 32 bit disk drivers, so it will be slow. The CDrom will not be initialized. The autoexec.bat and the config.sys (if they contain custom settings) are not run. In one environment, with Norton Anti-Virus installed, even in Safe Mode I had to do the "three-finger salute" [see CTRL + ALT + DEL above], to kill Explorer. Highlight the App or Process you want, Click End Task button, and then click Cancel to question about Shut Down or Restart Windows. Then wait 20 sec and when the dialog box pops up, choose "End Task" on Explorer. That just restarted the Explorer shell, and hopefully killed some errant process at the same time. Then you should be able to run Defrag without restarting 10 times. When I tried running Safe Mode in Defrag and then in Normal Mode, for my own test, I think I got a slightly "different" Defrag than in Normal mode, because different files are loaded in each mode, and may be protected from Defrag's actions. That's normal. I went back and forth between modes a few times, and Defrag seemed to find a couple clusters to move around each time, although it said it was complete each time it was run. No big deal really, and I don't know if it was because of a some difference btw Safe Mode and Normal Mode, or just caused by some files changing when restarting the computer. Gary Goodman http://www.geekman1.com/ Geekman1_(at)@_Geekman1.COM 03/13/2001