yep, installed directx 9c and replaced the dll mentioned. well the "other stuff" is basically nothing of importance. I'll post a log of my installation: (hope i forget nothing) installed w98se installed directx9c and ie6 installed sp2 rc1 ran 98lite (only making on-board stuff optional, not switching to 95-gui etc) installed latest via hyperion (~4.55?) installed forceware 66.94 --- the only other programs running are the razer diamondback driver and the keyboard driver (i will try disabling those) at first i couldn't get aquamark to run, until i used powerstrip's dll and forced antialiasing and anisotripic filtering to "none" in the driver. 3dmark2k5 still won't run (crashes/hangs the system after accessing the floppy at startup) btw: i already tried another driver (63.xx?) but that didn't help. (if i can't get it to run, i'll try to reinstall 98se without _any_ additional app but graphics drivers, via hyperion and aquamark) i'll try codestuff as well, thank you