xp isnt so bad. its windows in general i was referring to. win2k is good, but its mainly NT 5, and ive had far more issues with getting hardware to work with 2k than ive ever had with xp. i can imagine its only getting worse - with all the newer hardware out. if you install XP and know what excess services to disable, what tweaks to implement and what garbage to uninstall, you can get what is essentially win2k with much better security and far more multimedia/hardware compatibility... and a bit of speed to boot. on the surface it looks just like 2k. there are definitely benefits of XP pro over win2k. given a choice between XP home and win2k, i think i would stick with win2k.. .at least until longhorn comes out.