The following paragraph tells you how I solved a similar problem, but I would call Power Computing Tech support rather than following my memory of this event- I don't want to feel responsible for futher destroying your system software. I upgraded a friends Umax and neglected to follow the instructions for preping the CD driver first. The third party CD player that UMAX uses is not supported by apple. OS8, however, installs the apple driver over the third party driver and won't allow you to start from a CD. If I recall, the system just hangs when loading the system software and calling out to the cd player. You should have luck starting from your original system 7.5.3 software by holding down "c" on sturtup. You can then open your extensions folder from "Previous System Software" and drag the original Power Computing CD and/or HD driver into the new extensions folder and taking out the offending apple driver. Then open your extensions manager and select the system software setting i.e. all unnecessary extensions off, duplicate and rename it, then check off your old cd driver on the new extensions manager setting- restart and continue your upgrade. I don't know about Power Computing support, but UMAX was excellent, and I would recommend calling your PowerComp support line before calling apple- they can talk you through it- probably the easiest solution since my above recommendations are based on fading memories and may not be 100% accurate. Good luck, Graham Johnson Medical Illustrator The Salk Institute La Jolla, CA