Heya Nancy, I upgraded to WinXP not too long ago. It's a bit touchy at times, but it manages more RAM than previous Win OS could do. Best you could do before XP (or W2K) came out was 512MB of RAM. Despite what some may say, older OS's would not manage more than that. If you want to go the XP route, do what is called a "clean install", not an upgrade. I've heard nothing but problems from people who do the upgrade. So, yeah, you will have to reinstall your proggies. There are a few ways around that though... Best thing I do is back up your Poser runtime folder on a portable/removable hard drive. You can get a 40GB drive for under 150.00. You can back it up, and then just transfer it after installing Poser. WinXP is also a lot cheaper than W2K, so that's a consideration to make. Any other questions, feel free to IM me :)