Lonni, Immediately after the line which says that the kernel is being decompressed and then booted. I don't see any error messages besides the kernel panic. I am wondering if the following might help at all... 1) boot under linux rescue 2) chroot so that the upgraded disk appears to be in use 3) try to yum update the chrooted upgraded linux disk to the latest kernel (or even to all the current packages). Jack -- fedora-list mailing list fedora-list@xxxxxxxxxx To unsubscribe: https://www.redhat.com/mailman/listinfo/fedora-list