After a couple of more tries at the upgrade, then an aborted attempt at a Windows 7 upgrade (decided against since it wanted to wipe the disks). I decided to remove the modem from the PC since it wasn't a critical piece of hardware -- and the upgrade finished. The upgrade advisor had absolutely no problem with that modem so I don't know what the problem was, likely W8 has a bad driver or something.

The next problem I encountered was when it presented me with a signon screen. I had setup XP a long time ago to auto-signon and I didn't remember the passwords. So I had to create a password reset disk and fix both accounts. But I have a fully functioning W8 install which includes the Media Center optional add-on that they want to charge for, but is free until mid January.

Bill

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