well it still effed up, it asked me to insert disc 3 which im installing this os off of a cd so yeah, anymore ideas?

BTW
PII 266Mhz - Bus speed=66 Mhz
PII 400Mhz - Bus speed=100 Mhz
Does your boot screen report 400 Mhz?
If not you will have to mandle with jumpers or BIOS settings to get the speed you need.
What I can tell it's same multiplier, only different bus speed.

yeah my screen boot switched from D266XT to D400XT

correct me if im wrong, but i have 66mhz ram in there, if it was a different bus speed it wouldnt start would it?

I think you will have to change the RAM (get 100Mhz)
This reminded me of my problems with PII 450 Mhz and RAM 133 Mhz. With that combination Win98 setup was REALLY slow and it never completed (went blue screen after first reboot). With 100Mhz ram it ran normaly.

P.S. My motherboard don't support 450 Mhz processor either, but I still have that machine and it still works like a charm.

ok so i bought a 128mb kingston pc100 so dimm and it didnt want to start, it did the beeping thing just like the 133 module i have. So its definatly still a 66mhz bus.\

anyother ideas?

You didn't mention any beeping before. (I conclude you tried 66, 100 and 133 memory and only one that worked is 66?)
The 100 and 133 memory can and should operate at 66 Mhz.
Beeps could mean that the POST memory check failed.
That could be a number of reasons (wrong timing settings, faulty memory or you just didn't put it in properly...)
In your manual should be the code table of those beeps.
Anyway, cpu bus and memory speeds are not one and the same.
In your bios setup you should be able to change memory settings. Some bios setups do not alow those changes (especially those PS with brands) or cann't change them trough bios (in that cas you'll have to mandle with jumpers).
Did Win98 install ok?

One more thing. 400 Mhz CPU clock frequency you get by multiplying BUS speed and multiplyer.
In your case bus speed is definitely 100 Mhz and multiplyer is 4.

I got this from dell's support forum:
Memory must be EDO 144 pin Sodimms non Parity!
Look on Ebay for EDO ram and some will not fit, be careful. Make sure they say it will work for Dell, need low profile. The ones made for say Compaq are a little bit taller and you will not be able to fit two of them.

And then I found (same place):
The Latitude CPi system will support SDRAM SODIMMs with BIOS revision A03 or higher. All other versions of the CPi system (such as the CPiA, and the CPiR) support SDRAM SODIMMs. Only the Latitude CP, and the CPi with BIOS rev A02 or less did not support SDRAM.

....go figure.

so i guess when i got the win98 disk to fix somethings it made it able to reinstall win xp, it works great now, thank you guys for all your help, im actually posting from the laptop right now

Nice to hear that.