There is a known bug in Windows ME that may be the cause of your problem. Modern computers today run so fast that Windows ME may not have time to write important information to the hard disk before the computer shuts down. As a result this constitutes a improper shut down and causes Windows ME to run scan disk each time you boot. The message below was copied from the Microsoft Web site and explains the problem further. There is a patch you can download to fix this this problem. This patch introduces a 2 second delay in the shutdown process to allow enough time for the Hard Drive to save all important information. This patch may solve your problem. To get the patch choose start and then Windows Update. This will take you to the Microsoft Web Site. The web site will scan your system and tell you what patches are appropriate for your system. The one I describe will be in the list. Hope this helps. Good Luck The Windows IDE Hard Drive Cache Package provides a workaround for computers running Windows Millennium with Integrated Drive Electronics (IDE) hard drives, large caches, and modern processors. IDE hard drives store data in a hardware cache (temporary memory) and write the data to the hard disk later. For these computers, data can be lost during the shutdown process because the amount of time that it takes for fast processors to shut down is so short that the hard disk may shut down before the data in the cache is written to the hard drive. This update introduces a two second delay in the shutdown process, which allows the hard drive's cache to write any data to the hard drive. Download now to delay your shutdown process slightly to prevent data loss.