I don't find anything immediately obvious at Mickey'$ house, and haven't had a problem like this with our Win2K machine. For reference, everyone should have a "Favorites" link set to Search Microsoft Knowledge Base, and another to Windows Update.

Win2K can run on either a FAT32 or NTFS format, and there are some articles at the Mickey$oft Knowledge Ba$e that indicate that some services can be a little flaky on NTFS. You can check which you have by opening Windows Explorer and right-click/Properties on the drive. Problems seem to be especially likely if the drive has had something like NT4 on it before migrating to Win2K.

Win2K can have multiple "users" defined, and each user has a completely separate "path" for everything, including temp files, so it's entirely possible that the utility is being directed to do quite a lot of stuff to compile the cleanup list - although the usual problem is that you have to log on as each user and run once for each username to get a good cleanup.

Programs that run in a "quiet mode" can foul on permissions. If they try to access files that the logged-on-user doesn't have "permission" to access, they may keep trying to get in, and never will. If you haven't already, log on as "Administrator" and try running the cleanup.

If you go thru Start - Programs - Accessories - System Tools - System Information, the SI window has a Tools tab that lets you access several "Sytem verification" type tools - including a System File verifier - that help automate looking for file corruptions in Windows System files. If it finds something it will probably ask for your install disk to get good files.

You can do a "manual" cleanup using Windows Explorer: Go to My Computer\C:\Documents and Settings\. Each "folder" there represents a "user." You need to follow each one down to "Local Settings" and find the TEMP and Temporary Internet folders - where you can delete most of the crap (but save your 'cat cookie). There are also some temp files under C:\WINNT, but they don't usually accumulate much.

Sorry I can't offer more specific help. Maybe when SWMBO gets off our 2K machine I can look at the help files for some better ideas.

John