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Hi, Thanks for the help, sorry I left some information out. I tried coping the disc to the HD and running it there, but it does the same thing. When I go to load the program, the auto play screen "Welcome Adobe" comes up, I hit next and the installation screen comes up, then I hit install and the the disc spins up, and the hour glass comes up and it starts to load, and then nothing, it just stops? hangups? I'm logged in as administrator, I have all virus, firewall stuff turned off. XP is up to date. I checked the DEP and its set for Windows programs only. I've loaded other Adobe programs, Premiere Pro CS3, Acrobat, etc. I tried loading PS5, PS6, and PS7 and they all do the same thing? They all start to load and then they hangup. I've tried the discs in other machines with XP and they load up right away? It must be my machine right? Again, any help is greatly appreciated..thanks.