I've used 98lite, and still use it on my older box for gaming. You will =love= 98lite. And you will be amazed at just how stable an OS 98SE is when you scrape Exploder, Outlook, and the active desktop off of it. IE isn't part of the OS; It is a web browser that has been kludged into the OS....and created the security nightmare that currently exists. Removing IE from 98 loses you the help files in html format. That's about it...well, except for shell native .png image support; that was put into IE. There -are- lots of programs that scream that you =MUST= have IE installed so they can work. They lie. At the same site, you'll find a .ini file to copy to your desktop. It Re-inserts one registry key for IE into windows, at the top of the registry stack. This is the key that installers check for, and if it is there, they don't abort the installation. All you lose is the MS format help files. The only program I've heard of that has any trouble is Office, which was deliberately programmed to use IE as a display sub-system. Once IE and Outlook are never installed, you find yourself protected from around 80% of the script kiddie nonsense on the net, simply because they use IE and Outlook to attack through. Putting the 95 desktop onto 98 speeds it up again, and closes off the most direct method of hijacking Active X components. IE Eradicator digs IE out of a Windows install. 98Lite can do that, but it shines when you do a clean install. Basically, what it does is break the hash table that Windows uses to build itself, and turn everything into a selectable option. And the latest versions create a set up folder on your HDD, and copies the relevant cab files into it, so you rarely need to plop that ol CD back into the drive.