That depends. All the version 5 Vue's require Win2k/XP. In general though, you should make sure you have the latest versions of both the Visual Basic runtime and the Visual C++ runtime installed. Just keep in mind that the Win9x line doesn't have the best memory management in the world, and you are going to be shuffling data back and forth to the swap file a lot. A 3rd party clean up utility, like cacheman, can help keep things clean of files that the Cow is done with but Windows hasn't deigned to delete yet...