My thoughts are, if you can get it, and you are looking at standard apps and hardware (not freaky video cards that do video capture, and whatnot) win2k is the better choice. I can't say there is anything wrong with XP preventing you from running it on multiple machines simultaneously, but each time you modify your machine, hardware wise, you risk eating one of your "installation" priveledges. Considering that I upgrade hw when money is available, and reinstallation of windows is a natural part of having a "working" OS, I will avoid it, if possible, when getting a new machine (so much so, that I will probably be buying a Mac) If you are playing games, XP is probably the best choice. I can't vouch for it's stability, but I doubt it is any less stable that win2k. I certainly don't recommend ME (if that were a choice). Do keep in mind, that XP home is effectively a castrated version of XP pro. Don't plan on using any of the advanced security features, join a domain as well as several other subtle features if you get the home version. That is MS way of forcing those businesses who have been using 9x to use their "business" class os. If you don't care for these features, then no problem, just be aware of the differences before you spend the money. We got burned with a couple of laptops, that were licensed for XP Home once it was released. After the user's did their homework, it was too late to send the CDs back to get the appropriate version. As a result, we had to buy a couple of copies of XP Pro. Not a huge loss, but irritating none the less. eric eh.... sorry for the lengthiness