Shane Brooks, the writer of 98lite (used it for years and love it. It also works for 98, 98SE, and WinME. And using the shell swap if you have a 95 CD lets you get rid of the active deskcrap...and a lot of crashes) is indeed busy with XPlite, which also works with 2k. At the moment, he has a functional build. What he's working on is maintaining your chosen build in spite of what a Windows service pack wants to do. He'll go beta among the users of 98lite. Anyone who uses any of the 9X OS's above 95 should take a look at 98lite if they have stability problems. Getting rid of IE, Outlook, and active desktop really stabilizes things. Even Vue is happier, as long as you don't exceed 9X's memory management capabilities...