I was running Windows 98 SE. A really poor comparision because XP is so much better. But if you are running Windows 2K and everything runs well, then I wouldn't upgrade just yet. At least not unless you want to :). All my software except for one program (Vue 3) runs in XP. Photoshop, Poser 4, Bryce 5, Raydream...it all runs fine under Windows XP. So does Painter 6 (just got that a few weeks ago). But if you had any doubts about Vue 4 and XP, you really shouldn't as long as you have the latest patch. Laurie