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Windows 7 freezes

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Ok - I'm completely lost. First components:

MSI 785GT-E63 Motherboard - Bios s.7 (latest) - I had s.3 and had same issues
AMD Athlon II x4 620 Processor 2.60 GHZ
G.Skill DDR2-800 4GB
Rosewill Green Series 80 Plus 630 Watt PS
Seagate 7200 Barracuda HDD
Samsung CD/DVD
Windows 7 64 Pro

I'm getting constant Freezes / Restarts and multiple errors. The restarts happen at various times - sometimes it doesn't fully load windows and it restarts. Sometimes it will run for an hour and then restart. Sometimes it will freeze to a black screen (computer fans and lights are still on) but needs forced restart. Sometimes it freezes with the screen still showing and needs a forced restart. One more thing to note - I was getting this same freeze with Windows xp pro. I just updated to Windows 7 64 bit Pro 2 days ago hoping that it would resolve the issue.

-I've run check disc on hard drive with no errors.
-I've run memory check on both sticks of memory no errors.
-I've tried using Onboard Video as well as installing a Graphics Card and error still occurs.
-I've swapped power supplies and error still occurs
-I've tried running off of 1 stick of memory (2GB) and computer boots but it gets visual problems across the tops of folders and stuff when I scroll my mouse. I get same thing with both sticks by their self but it goes away when both sticks are installed at the same time (I'm guessing this is just because windows 7 requires more memory to run.)
-I also ran Prime95 stress test (only for 1/2 hour) and everything passed

I tried clearing the CMOS on motherboard. I got a "Bios is not fully ACPI compliant" 0x00000A5 BSOD Error one time - but it has booted fine since.

I have all of the Windows 7 latest updates as well as all the manufactures latest drivers. I actually have a second machine with exact same setup, same drivers and same windows updates that are running fine.

I also am having an issue with connecting to the internet. I have a wired connection off a router and sometimes it connects and sometimes it doesn't. It is not an issue with the router because I have 2 other computers connected at the time of the issue. In Windows Event Viewer I get a DHCP-Client error - IP address lease has been denied. I'm also getting a DNS error in the Event Viewer. I've reset the Internet Protocol (TCP/IP)but still same issues.

For the freezing I am getting the following errors in Event-Viewer:

Event 41, Kernel-Power - All the details read 0x0

Event 6008

Event 1101 - Audit events have been drooped by the transport. 0x0

Event 1001, Bugcheck
(0x00000000000, 0xfffffa8004a0a5d8, 0x00000000000, 0x0000000000)

Any ideas?

Edited by nofx1728, 22 August 2011 - 12:46 PM.

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So I just swapped out identical memory from other working computer and I got the same freeze. So definitely not memory. Not psu. I tried swapping out hard drive for an older hard drive I had but I got BSOD on boot trying to run Windows XP Pro - but I'm assuming it is not the hdd because I've tested it. And I reformatted it. I've run 2 different o/s on it...

It seems to me like it is either motherboard or CPU. Most likely motherboard going bad... anyone thinking the same thing or something different?
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