Hey Stan, It's the AutoPlay "feature". If it detects it's just a data or photo CD/DVD then it will list the contents. If it's a program disk then it will automatically launch the install program on it and if a music CD will automatically launch your default media player. You can temporarily disable this "feature" by holding down the Shift key (either one) for about 30 seconds when you insert the CD/DVD. If you want to permanently disable it you need to install TweakUI, which is from Microsoft's Powertoys collection (written by the MS Engineers to tweak the things THEY find annoying about Windows too!). http://www.microsoft.com/windowsxp/Downloads/powertoys/Xppowertoys.mspx There are some nice little programs written by (but not supported) the MS Engineers. The one you want is Tweak UI (not the one for the Itanium systems). After you install it you'll find it in your Start, Programs menu under "Power Toys for Windows XP". Launch it and then click on the "+" next to My Computer. Then click on the "+" next to AutoPlay. Click on Handlers. Scroll through the list (it should be at the top) and click on the "Open folder to view files using Windows Explorer". Click on Edit and uncheck the media you don't want it to perform this function on, most likely the "Mixed content". Click OK and then OK again to close TweakUI. You may need to reboot since this is a registry setting. Hope that helps! Wayne On Wed, Feb 3, 2010 at 10:44 AM, Stan Gorodenski <stanlep@xxxxxxxxxxxxx> wrote: > I just went to Windows XP Pro from Windows 2000 Pro. Does anyone know how to > disable this blasted dialogue box that automatically comes up to list the > contents of a cd disk everytime I insert a disk into the cd drive? > Stan > >