Mike, If your computer is freezing in DOS & safe mode, I would say you
either have an overheating problem or your memory is bad, I know you said
you changed it well change it again. After power up check to see if the CPU
fan is running, if the fan is stuck this will cause the problem. I'm sure
this problem is hardware, however you will have to check everything  step by
step. Have you added any programs or changed any settings?

Meir



Got a real stumper folks.
My wife's computer.....PIII 667, 256 mb ram, gigabyte mother board,
Win98SE.... has just started freezing intermittently. When it locks up it
will usually continue to lock on the boot unless you power it off for a few
hours. This computer will even freeze in DOS & safe mode after about 5 mins.
I have replaced the video card & sound card to no avail. I've swapped the
memory chips (one then the other then both in different slots) still no
luck.
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