Slow down the clock inputs to the 164's using a RC with maybe 470R series and 47pF to GND or to VCC (I don't remember the clock polarity). Do this using a scaplel and chip parts directly at the pins. Next time you lay out a board like this you know what traces want to be shielded and matched ;-). I have saved several boards made by others using similar methods. Peter -- http://www.piclist.com hint: To leave the PICList mailto:piclist-unsubscribe-request@mitvma.mit.edu