Hi, If you don't like XP spying on you, there's a prog called XPantispy, (IM me your email address and I'll mail it to you) though the answer to your question is: "buy more memory!" Win 98 was only really designed to use 256Mb, it gets a little wierd above that with lots of apps running. I had frequent lockups with Me and 128Mb... I'd recommend W2K or XP, (provided you leave it in "dipshit" mode :) as they have decent memory management built into the kernel. Though for XP you'll need a decent sized boot partition (4Gb min) to avoid running out of space, the OS is over 1Gb for a full install, and it seems to expand at a prodigious rate. I have a 2Gb boot partition and it frequently tells me it's out of space, even though all my apps/data are in my data partition... I beleive tweak XP has a paranoia setting :) and if you're still twitchy you can install zone-alarm and netscape, (or any other non-IE browser) block microsoft at the firewall level, and surf that way. Personally I surf at work (98) and take it home on CD, it's virus checked every step of the way and as well as zone-alarm we have multiple firewalls on all exits. The way I figure it, connecting my own machine to the 'net is just far too dangerous :) later jb