Aussie,
  thanks for the reply, that was the next thing i was going to try.  
1.  reset cmos
2.  disconnect all hard drives except 1, and disconnect video card.  
3.  try a new power supply.  
  maybe i wasn't clear in my first message, the PC boots into windows fine.  And i already ran all sorts of burn-in software non-stop for 2-3 days.  System is great and stable.  The only problem is whenever i need to restart for some reason, (driver install, bios change, etc..) the pc will always turn itself off completely, wait 2-3 seconds, and then turn itself back on.  When it turns itself back on, there's no message saying frequency/voltage improper setting, as i've seen during overclocking.  
thanks for the replies, i really appreciate it.  i'm going to try those things tonight.  
Zyan