I understand your rant,and agree that many companies do try to force you to upgrade with new products that are not backward compatible. But in this case,I think the plain simple truth is the new Photoshop would be very unstable on any Win9x OS (Win98SE being the best of that lot). The memory requirement for PS keeps going up with each new version and feature...(I know I had to add more memory when I upgraded from 6 to 7). Win 9x OS,with it's poor memory handeling, can not allot more than around 256 meg of memory to any one application at a time (and that's on a good day)....it simple can't give Photoshop enough memory to run smoothly. Your not going to like to hear this...but it's time for an OS upgrade...all your programs will love you for it. SWAMP