The problem was simpler than I thought, and was a definite oversight on my part. I was running system 7.0 with the 7.0 Tune-up, NOT system 7.0.1. After booting with a zip disk with 7.6 on it, I was a to launch the 1.3 kernel without problem. Thank you for all of your quick and suggestive responses. Mark fee@tetranet.net