UT Probs

I can not get UT to run on my system. It will sit at the UT Load Screen, then system freezes. I have tried installing/uninstalling UT numerous times. Tried on a fresh install of Win98SE.
My System...
PIII 700 OClocked to 840Mhz, (I have tried installing and running at default 700Mhz.)
SoundBlaster Live... Liveware 3.0
V3 3000 w/ latest drivers as of 1/31
Abit BE6 2.0 w/ Abit HotRod dma66 controller.
Primary IDE Disabled, running UDMA Mode 4 /66

UT works fine on my other systems, but not my main system. I have tried a different Abit BE6 2.0, and still get the same results. I have Copied CD over to Hard Drive, and installed from there, I even took a working UT Directory from my second system, and placed it over the UT directory on my main system. I have tried DX 7.0 and 7.0A... I do not know what else to do.... I am curious if anyone else is seeing a similar problem, and also wondering if any of you with the same motherboard and running UDMA 66, with the newest HotRod 66 drivers installed, are able to run UT..

I also am running 256mb Enhanced HSDRAM. As I said, my system is overclocked, but i have tried installing and running at the default speed, and still get same problem.

I can not even get far enough to do that. I can not get into the game at all, regular or even in safe mode. I have not even gotten far enough to select a Video Card.