i start up win98 and put in the win2k cd then when it asks if i want to upgrade i say no and let it install as a seperate os......once its all done i just choose which to boot into when the pc fires up.......the only problem doing it this way (no partition) it ruins a outlook express file in win 98....its not been a problem for me as i use win2k 99% of the time the only reason i have 98 in was coz my cd burner sware wouldn't work in win2k next time I'm binning 98 as i have a new CD app....Steve