I have to wonder about the comment that Windows XP would only work on 40%of the existing PC's. I've never read that anywhere. I had run Windows XP Release Candidates 1 & 2 for a few months... I used a dual boot since it was a time limited version of Windows XP. I never had a reason to boot to Windows ME during that time. Here is my configuration for your reference. 1.) Home-brew computer using Intel Motherboard with Celeron 533Mhz. 2.) 320MB RAM 3.) HP 7500 + series CD Burner 4.) Acer 50X CD ROM 5.) "on-board" Intel video chip (Uses 1MB of RAM) 6.) Onboard Soundblaster PCI128 (disabled) 7.) Soundblaster Live MP3+ 8.) Microsoft Optical Trackball 9.) 20GB Western Digital Drive 10.) 30GB Maxtor Drive 11.) Summagraphics SummaSketch III graphics tablet (semi-retired in favor of the trackball) 12.) Jaton CirrusLogic CLM Modem 13.) A wide variety of software. I think one thing many people forget is that you need to replace much of your software when you go to a newer operating system. The usual categories are: 1.) "System Utilities" such as Norton SystemWorks, Norton Utilities, maybe even Antivirus Programs. 2.) CD Making programs suche as Easy CD Creator Usually other programs such as Poser, Bryce, etc will work fine with your new operating system. If you are running ancient software that is more than a few years old, you probably should have replaced that long ago. As far as hardware, you will have problems if you have hardware made by a company that has gone out of business, or dumped that line of product. This is a hard fact of life, and will continue to be so. One example is the Jaton/CLM modem I got on the recommendations of my local computer shop. Jaton now seems to be out of business... (I was unable to reach their web site after repeated attempts. I anticipate this modem will need to be replaced. That is not a great priority since I use a cable modem for internet access. I am job hunting, and once and awhile I have the need to send or receive a fax. For now I am back to Windows ME, until I can afford to buy Windows XP. Then I will either replace the modem or just yank it.