FC3 comes stock with the 2.6.9 kernel. I downloaded the sources for the 2.6.14 kernel and copied the config files from /boot and remade it. Upon bootup, I get the following messages: Mounting sysfs Creating /dev Starting udev Creating root device Mounting root filesystem Mount: error 19 mounting ext3 Mount: error mounting none Switching to new root Switchroot: mount failed: 22 Umount /initrd/dev failed: 2 Kernel panic - not syncing: Attempted to kill init! The system is a Dell PowerEdge 1800 with a stock 'everything' install of FC3 using an ext3 filesystem on a 160Gb drive with 1g for /boot, 2g for swap and the rest as slash. What am I missing (besides my mind)???? TIA, -brian Brian D. McGrew { brian@xxxxxxxxxxxxx || brian@xxxxxxxxxxxxxxxxxxx } -- > Those of you who think you know it all, really annoy those of us who do!