Freeze during installation of XP with ms-6547

I bought a ms-6547 (MSI 645 Ultra-C) last year and tried to make it run at least once in vain!!!! The problem is that the computer freezes when loading the drivers during the installation of Win XP Pro and I still don't understand why... I gave up after one month work on it but last week I decided to try again. Here is my config:
-CPU: P4 1.6a fsb 400
-Bios: 3.3
-ram: 256 DDR 2100 Dane Elec (I have 3 modules so I tried them all they have hynix, samsung and the last one is winbond chips) tested with memtest during 48h (ok)
-HDD: IBM 20Go 7200rpm
-Graphic card: Geforce 2 Ti (leadteck) or Geforce 4 MX 440 (leadteck) (I tested both)
-CD-Rom: I tried all those I had (about 5-6 different cd-roms) but it doesn't change anything
-PCI: none but i would like to add a network adapter in the far future when this jklfghnglhbndflhbn machine will work!!!!
I tried to desactivate the onboard usb and audio but still the same!
Can anyone tell me what to do or give me a bios setup that can make it run?
Please help i am turning mad. I wanted to build a cheap machine and now it is a financial desaster

Ok, I'm having similar problems here. Let me start off with my story.
Got an 865PE Neo2-PFISR. Hooked it up with an SATA HDD, 160GB. I set the Integraged Peripherals to S-ATA mode and When I ran the XP CD, it would load the drivers and at the "Setup is starting Windows" screen, I would get a Blue error screen.
Turns out I needed to set the Integrated Peripherals to "Native Mode" rather than "Legacy mode" and also "S-ATA".
When I loaded windows, it set up just fine. Got into windows and voila, no prob, was running pretty good.
then, DUN, DUN, DUN, the 400W PSU went on me, I had to diagnose it and I want with a 500W Antec unit.
So I wasn't too happy with the way windows was running, I decided to do a fresh install before I got back to normal. I tried the XP CD with the correct bios settings, Loaded the drivers, got to the "Setup is starting Windows" screen and FROZE. I jus can't get past that screen, even flashed my bios and nothing, tore the entire system down and rebuilt it, tried one stick of ram, nothing.
Gave up with the fresh XP install, went back into the previously installed windows, and it ran fairly good. But now, it keeps freezing in windows. It will run fine under normal load, but as soon as I put some strain on the system (say I'm photoshoping and listening to MP3s or I'm watching a DVD, everything will freeze up and I have to restart.
One funny thing I noticed when I restart from this freezing. The reset button will not do. If I reset from the freeze, It'll restart, but then I'll get stuck on the initial MSI screen. So, everytime I freeze, I have to power down fully and restart.
I highly doubt I have bad ram or processor or VGA, It's either the Mobo or some settings. I contacted newegg and requested an RMA, So I'm going to start with a new board with an exchange. I jus hate to pay for shipping now.
Anyway, I'm using Geil Platinum DDR500 (PC4000) Dual channel Ram (1GB), this was on MSI's compatible memory List, so I don't think I'll have a problem with the ram. I haven't attempted to overclock yet.
Should I try other stuff (I'll have to rebuild the system again) or should I wait to receive a new board?

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