What kind of RAM did you use? The system bus in the G3AIO is 66 mhz. Did you use PC133? It might not be compatible, or maybe one of the DIMMs isn't seated properly, or maybe just bad? What happens when you boot with just a minimum amount of ram, like 32 MB? Did you check the IDE jumper settings on the drives, to make sure it has the proper master or slave settings? Plus the good thing about the G3AIO logic board is the CPU is a ZIF socket, and you can adjust the bus multiplier with the DIP switches on the logic board. I see 450 Mhz processors that would work fine listed on ebay for as little as $25. Something like that would give you a nice boost.