Do you have "system monitor" installed ? check your applications bar under system -->(second one down, not preferences) --> the file should be there near the package manager sorry I am sketchy about the names... I am in (choke - wheeze, gasp) Windows Vista -64 sp1, and I just could not get the actual names outta my poor befuddled brain ;-) Once that is running, watch for 2 (Open Office) files that seem to run in the background at all times when Ubuntu is running.... one is named soffice.bin, and the other name slips my memory :( . then restart the upgrade. Every time the upgrade screeches to a halt, look at system manager, right click each of the 2 files and choose kill. when that is done close the warning boxes and continue the upgrade. Since these files reappear after each part of the upgrade is done, you will have to repeat this action ad-nauseum, until all OO upgrades are through Hope this helped ---Sam Saverio J Marasco Blue Juniata Consulting Mifflintown, PA 17059 "Working with computers since 1972" Jesus is the Rock of my salvation, I put my life completely in his hands --- On Mon, 3/1/10, Vicke