Photoshop 7 is a power hungry program, and it's been optimized for Windows XP I believe. Windows 98SE, while better than 98, and also better than ME in my opinion, doesn't compare to 2000 or XP. The latter two can multitask a lot better, and distribute and clean your Ram more efficiently. another question would be how much RAM do you have installed on your AMD box? Also, is it an AMD Duron, or an AMD Athlon/Athlon XP? Keep in mind that Photoshop 7 requires a lot of horsepower, and while it will certainly function more than adequately on your computer, and even my old 400Mhz AMD computer, it will run a lot slower depending on your RAM and your CPU (primarily that is). While it worked on my old computer, it worked just barely, so I kept Photoshop 6.o until I got my massive upgrades. I hope that helps, et excuse moi s'il vouz plaitez, mes mon francais on n'est pas tres bon, mais je comprende votre question je pense. ry