The following information was gleaned from the information on news://news.vmware.com and although it "works for me", your milage may vary. 1. Late in the development cycle RH introduced a scheduler-fixes patch to the kernel which causes vmware to panic/crash when you shutdown/poweroff the guest. The fix is to use a replacement for nice(). This is available at: http://www.angelfire.com/linux/ylai/ This is needed to run both the 3.1.1 and 3.2 versions (I don't know about others). If you (for some reason) cannot get libnice.tar.gz from the above, email me and I will send you a copy (it is only 10K). After installing libnice.so, you use it by doing: LD_PRELOAD=libnice.so vmware to run vmware. 2. With respect to 3.2, after installing 3.2, configure the kernel source properly: a) edit ?makefile so that EXTRAVERSION matches the kernel you are running b) copy the config file for the kernel you are running from configs to arch/i386/defconfig c) make mrproper d) make oldconfig e) make dep The to configure vmware do: CC=/usr/bin/gcc vmware-config.pl -- Good luck, Gene