I posted this a while back with no responses. I have more information now as well... I upgraded a box from FC2 to FC3. Upon boot, grub starts, the kernel gets uncompressed, and it dies while trying to find the LVM volumes (actually the mount of / fails and the kernel panics). Booting from the rescue CD is able to find the disks, volumes, etc. and all the logical volumes and filesystems are intact. vgscan, vgdisplay, pvdisplay, etc. all find everything and seem happy. There is one volume group (named "vg00") and several logical volumes, across two physical volumes (both scsi disks). Everything except for the /boot filesystem is on a logical volume. So this sounds like a messed up initrd or something. How do I recreate that from the rescue shell? -- original post with the details -- This is Dell PowerEdge 2650 (dual Xeon) with the latest BIOS version. It was running FC2 fine. I upgraded to FC3 and after the first reboot it failed to start the kernel. It looks like it is having trouble reading or mounting the filesystems. The upgrade process itself went flawlessly. Also it was initially installed/built with FC2, and no non-Fedora software had ever been loaded on it. For information this system has built-in hardware SCSI RAID (Perc). Except for the /boot partition, the whole logical disc was set up to use LVM. All filesystems within the LVM group were ext3. I've tried booting with both the SMP kernel as well as the single-processor kernel, with the same results. This is what appears during the initial boot text (I copied this off the screen manually, so there may be typos).... ++++++++BEGIN+++++++ Booting Fedora Core (2.6.9-1.667smp) root (hd0,1) Filesystem type is ext2fs, partition type 0x83 kernel /vmlinuz-2.6.9=1.667smp ro root=/dev/vg00/lvol00 rhgb quiet [Linux-bzImage, setup=0x1400, size=0x14d2a0] initrd /initrd-2.6.9-1.667smp.img [Linux-initrd @ 0x37ee5000, 0x10ab88 bytes] Uncompressing Linux... Ok, booting the kernel. audit(1101329215.035:0): initialized Red Hat nash version 4.1.18 starting Reading all physical volumes. This may take a while... No volume groups found No volume groups found No volume groups found mount: error 6 mounting ext3 mount: error 2 mounting none switchroot: mount failed: 22 umount /initrd/dev failed: 2 Kernel panic - not syncing: Attempted to kill init! +++++++++END++++++++ -- Deron Meranda