I'm not sure what state your system is in. If you already installed the 2.4.3-12 RPMs from Red Hat, you can do. rpm -Uv kernel-2.4.3-12.athlon.rpm --force --ignorearch Then run lilo by typing lilo at a shell prompt. You should see something like: "added linux*". If you have the original 2.4.2-2 kernel, you should also download the kernel-headers, kernel-doc, kernel-source, and devfsd packages. BTW, I hope you really have an athlon. If not, download the correct version of the kernel i386, i586, or i686. Only the kernel itself will have designations other than i386. The dock, headers, and source packages are labeled i386 only. If you're upgrading from the 2.4.2-2 kernel, you'll need to edit /etc/lilo.conf in order to change the line that says: image=vmlinuz-2.4.2-2. It should now read image=vmlinuz-2.4.3-12. HTH. Bill