From what I have read problems with "ntoskrnl.exe" seem to happen when converting a HD to NTFS or when upgrading OS. The error has to do with your boot.ini which needs to be adjusted to the correct partition or else copy over ntoskrnl.exe from w2kpro CD.
Read here for how to:
http://www.ntfaq.com/Artic
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by: milkmaidPosted on 2003-02-06 at 06:17:47ID: 7891984
Looks like its a memory issue.
Try changing memory modules, to see if one is faulty.