Wow... thanks for responding, everyone. :-) I'd really like to see what Corel's customer service tells brholte says before I open the box, but when the weekend arrives, I have a funny feeling I won't be able to wait. Having read everyone's answers and thought about it some more, I will assume that my Bryce 5 is no different from the original and that I can safely install it using Win98 as my OS. Reason #1: If it were a different Bryce 5, wouldn't it have a .# after it, like 5.1, 5.2, etc.? Reason #2: I will keep my Bryce 5 whether or not it works on Win98. Reason #3: I'm dying to try Bryce 5 this weekend. Reason #4: If it works on Win98, I think I have plenty of RAM to get by. BTW... did you all know Corel has dropped the Mac version of Bryce? There was no Mac version on Corel's Bryce 5 page, and that's part of the reason I wondered about Win98 and the Bryce 5 minimum system requirements.