I'll have to back Pete up on that; 98SE done as a 98lite install, with the shell swap for the 95 desktop, is a peppy, stable, and pretty robust OS. Once you get IE, Outlook, scripting host, and the active desktop completely out of your system, you have slammed the door on about %95 of what's out there. The bugs are still there, such as the buffer overrun problems, but the -vectors- to access them simply aren't there anymore. And the resources that are freed up when IE and active deskcrap are not there is almost scary. Just as an example, a couple of years ago, a friend was bragging about how ballsy his system was (a P-III something running NT4). He had a legal copy of 3dsMax 3.1 from school, and commented that my then POS white box wouldn't even install it (a K62-350 on a Tyan 1590 mobo, no overclock). That machine used 98lite, and it not only installed Max 3.1, it ran it in software mode. The only BSOD he pulled out of that computer was when he popped the CD tray during a disk read. And I have run Vue on 98lite (on a slot A Athlon 700). Did just fine and dandy. Maybe a bit slower than win2k due to the better memory manager....but then again... Hmm. I may have to put a second Vue install on the current XP1700 C drive for 98lite to use and benchmark which performs best....