I may be wrong but if you go XP I don't think you have a choice, I think you have to go NTFS. If I am I'm sure someone will chime in. I have XP Pro, and so far the only problem I've had is when I had to restore and PBoost forgot where I put stuff. I'm moving the files back manually and they all seem to be there with no problems. You're going to like XP a lot better than 98. 8^) Marque