I'm running Win 98 SE, obviously with no Vue 3.1 problems, but I've had other non-Vue problems. I've been told to go to ME, and when I asked around if my programs would still work, people told me yeah, but stick with 98 for games. I mentioned Vue 3.1, and found several people who are using ME successfully with it. I myself haven't tried it yet, because I figure I'll give it a year or so for MS to work out the bugs, but as far as I've heard, it has no problems with Vue 3.1 You might want to email the tech people at E-Onsoft first though. They're very helpful and quick to respond. and they're quite interested in customer satisfaction. Cheers, Mike