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Thanks glc, funny thing is this only happens cd's, not mp3's or .wav files....the other thing is I have not tested to see whether this happens in win98. I have had this system o'ced from the way beginning, over 1/2 a year ago, and things have worked fine so far, and it can't be ram related anyhow? It's just funny how it does this after a while, while playing just cd's, and then a couple pops at random intervals. Thanks again.
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