AprilGem.... It should work with no problems if you have more then 256mb of ram then you wont have to worry too much about the memory issue,And I would save it because you will be upgrading to XP within the next year or so because we all will have to,That is if we want to be able to keep up with technology and the new software coming out....I do not have my WindozeXP installed yet due to some hefty projects that I am involved with but I hope to upgrade to XP soon so I can run Poser5 on my main Machine....If you got it for under 80$ that is 270$ less then what I paid so keep it....