Since you are going from ME to XP, it's quite possible that the motherboard and/or other devices are not supported by the newer OS. This can cause an installation to hang. As a minimum, make sure your motherboard BIOS is the latest. Make sure your RAM is adequate. This will mean 250 megs as a minimum with 512 preferred. Are there on board devices on the MB you can disable such as sound? In short, hardware compatibility is essential or XP may display the behavior you are seeing.