Winnt.dll caused error in Kernel32

I am trying to upgrade a windows Millenium PC to Windows
2000 profrssional using an upgrade cerion of the product.
After checking for compatability I get the subject error
when the process is about 75% complete.
In an attempt to resolve this I removed all unnecessary
programs including Norton AV 2003, have 30 GB free of 40
total, and ran checkdisk.
I have also tried both options to convert to NTFS and not
to... same result. The CD is brand new... just out of the
box.
Any suggestions
TIA,
Ken