Beck, you don't have to uninstall Vue 3.1. Vue 4 does not install over Vue 3.1 as an "upgrade" in that sense. Vue 4 is a new installation and has a folder call "e-on.." by itself. I have both V3.1 and V4 both on my Win98 and Win2K. Btw, what is your expansion RAM size. Also to note that all 'Terminal Resident' programs are shut now, especially screen saver when installing Vue 4...IMHO, I find Vue 4 kind of 'petty'...LOL! Good luck! Bill