Win98 has a maximum individual file size limit of 2GB. I doubt any of your MP3's are 2gb in size

Don't know if Win98 ever had a maximum limit to he amount of files in a folder but it might be causing a problem. have you tried doing a bit filing? i.e. create subdirectories of say genres of music or artists and filed the MP3's accordingly.

also are these mp3's you have d/l from a p2p or are they ones you burned off your own CDs? If the former - you sure they aren't just corrupt files?

Z