grub pukeing

haveing successfully built my workstation with the hidden 1.4 stage1
tarball and a truely sick list of CFLAGS, i thought it might just be
stable enough to convert my file server over from FreeBSD.  everything
compiled  & installed cleanly (including LVM) but when i try to boot, grub
pukes and sprays something like this all over the screen:

GRUB GRUB GRUB GRUB GRUB GRUB GRUB GRUB GRUB GRUB GRUB GRUB <ad nausium>

it looks like the output from the basic programs i used to run on C64
machines at sears in my youth.

Does anyone know of a quick fix for this, or should i just suck it up and
run lilo?

the specs are as follows:

Athlon tbird @ 1400
Abit kt7aRaid MB
512MB PC133 from Mushkin
cheap ass S3 Video card (am thinking this might be the problem)
2x Adaptec 2940 controllers:  one for the wide drives, one for the narrow
2x each Seagate 1550W and 1550N drives
2x ibm Deathstar 40 GB drives
3com 3c590 nic

am booting off of one of the wide scsi drives, and my filesystems and swap
are distributed amongst the other 3 scsi drives.  the deathstar drives
will hold the AFS shares, but i haven't set them up yet.

everything is verified to be mechanically ok, it was running FreeBSD
perfectly yesterday afternoon.

Is there anything glaringly stupid about this setup that anyone thinks
might be causing the problem?

thanks,

ben