Win2K Pro is NT5. It's an upgrade to NT, rather than an upgrade to 98, so it's pointless to buy NT. (WinMe is on upgrade to 98, but is worthless.) When I say upgrade I mean "the next in that product line"... you can install the 2K Pro upgrade over 98 and the upgrade is (shockingly) smooth. Bryce 4 and 5 run fine on 2000. So does Poser. I was suprised to find not a single one of my apps rejected it. :) I expected an upgrade nightmare, but it was a breeze. Phoenix