Hello Seth, Been thinking...... When you go from one major level in distro (like ydl3.x to 4.x) you will very likely encounter the situation that: A(old) requires B(old) A(new) requires B(new) while yum requires B(old) yum therefore will not perform the update - as it says - yum requires a resource which will not be available. So it is itself preventing itself from updating. In that case: Is it possible to require yum to download the rpms nescesarry for the update regardless that it is unable to perform it? If it is then the problem is solved because you just need to uninstall yum while updating. Yum can then be reinstalled and requested to clean up the mess. Karsten