Have you tried installing Max using XP's compatability wizzard? If you tell XP to simulate NT for MAX it should work. (Not that XP ain't a piece o' 54lt) W2k has its share of bugs but it's ability to run multiple instances of MAX sure is nice. W2K has the NT stability without the ginger bread, bugs and security leaks of XP Since XP and W2K both use NTFS you may actually be able to load W2K without a total wipe. Try doing a side-by-side install. I've never tried it, but it just might work. You will still need to relaod many programs, but most of them will preserve their settings. Poser, for exmple would retain all it's libraries.