earlier I posted this message with the title of the second error message created during a failed boot. This is the same message but with the first, and maybe the cause, as the title. Installing fedora 11 i386 on older machine which had fedora 9 running on it. The machine has a primary disk where fedora is placed and a second disk used for archiving and storing stuff. All files backed up on other machines. Got i386 boot.iso from one of the mirror sites (not all of them have it and its NOT in any of the iso images even though the disc 1 README file says that its there). Did an FTP install (disc in ftp directory on another machine). At start of install, it recommends using volume manager across all disks. First time, I let the volume manage handle primary disk, /boot ext3 and / ext4, and the second disk /usr2 was simply a ext4 partition. After installing packages and rebooting I got: IO APIC resources could not be allocated Kernel panic - not syncing: VFS: Unable to mount root fs on unknown-block(0.0) Second time, I did not use the volume manager on any disks. Primary disk is /boot ext3 and / ext4. The second disk is /usr2 ext4. After, again, installing all the packages (which takes a bunch of time) I got: IO APIC resources could not be allocated Kernel panic - not syncing: VFS: Unable to mount root fs on unknown-block(0.0) So, I rebooted and tried editing the kernel line from: kernel /vmlinuz-2.6.29.4-167.fc11.i686.PAE ro root=UUID-...... rhgb quiet to kernel /vmlinuz-2.6.29.4-167.fc11.i686.PAE ro root=UUID-...... rhgb quiet noapic Still go the IO APIC and Kernel Panic message. So, I rebooted and tried editing the kernel line from: kernel /vmlinuz-2.6.29.4-167.fc11.i686.PAE ro root=UUID-...... rhgb quiet to kernel /vmlinuz-2.6.29.4-167.fc11.i686.PAE ro root=UUID-...... rhgb quiet noapci lapic Still go the IO APIC and Kernel Panic message. When I boot from the boot disk and enter the root command shell, the following line is in the dmesg: IO APIC resources could not be allocated So, maybe it really is a VFS problem? So whats the problem and what can I do. Thanks