A Promise card will solve the BIOS limitations on drive size (assuming the old system is new enough to have the PCI bus; don't think they have a Promise card for VESA... :P ), and MS has a new FDISK executable that allows formatting drives larger than 64 gigs. And memory issues are more a matter of chipset and BIOS not being up to the demands. I think Pete's KISS principle is better stated as Apples are Red. Not Orange, Green, Blue, or Pink with Purple Polkadots. What 98lite does is allow you to decouple things from the OS that are -not- part of the OS. Browsers are applications for accessing URL-tagged information. E-mail and newsgroup readers are for their parts of the net. None of the above is 'an integral part of the Operating System'. And the Internet sure as hell isn't. OS's deal with I/O, system resource management, memory access and management, and providing a common set of connection protocols for any compatible 3rd party application to function (the keep it simple part. Simple is more compatible). Every application that is bolted onto an operating system under that layer may be 'neat, cool,' whatever apellation you like. But you expose parts of the system to access that shouldn't be. MS and its fetish for sticking everything under the hood and claiming it an 'essential' part of the OS has been the one prime reason for the rampant growth of the script kiddie. Each 'New and Improved!' version of Windows has had more junk added, and each version has had at least one order of magnitude more security issues. And that holds true with just about any program that accepts data from outside. Eudora 5 has more issues than Eudora 4, simply because it has a more 'capable' embedded html setup. Makes it easier for the porn spammers to shove gifs and flash under your nose, but who really =needs= to embed an active web page into an e-mail? A hotlink is dangerous enough, and all you really need. I know that not everyone is or wants to be a geek...but if you are a computer user, you need to be at least a neo-geek, and for one simple reason. Computers aren't appliances, despite the ad campaigns, and Ghu forbid they ever become so. They are incredibly sophisticated and versatile general tools...because -what- they do is defined by what applications they are running at any one time. A simple change of app turns a text based chat toy to a CAD station. Or a virtual world simulator. Or artist's toolbox. And a craftsman has to get to know their tools, because even something as apparently simple as a hammer has 'personality'. Mass produced or not, there are very subtle differences that can affect usage. OS's are even more distinct critters, due to the incredible number of hardware configurations that can be slid under one. It's not a matter of knowing what it's doing; it's knowing what is going on when it looks at you and doesn't do what it's supposed to. And the fewer things you have to choose from, the easier it is to find the trouble.