Diane, you are mislead. The win2k OS is smooth as silk. I have been testing it here at Microsoft for the last year and a half. There is support for over 10,000 devices in the box, and any that aren't supported now, it is because the drivers come from the manufacturer of the hardware in most cases. There are a few onsite vendors that work hand in hand with MS to get the drivers working, and test those devices on a daily basis. If you have a device that doesn't have any win2k support, wait a few months, and keep checking with the manufacturer of the hardware, they will write a win2k driver I promise you. You are also mislead about the system requirements. I am running a Celeron 500, with 128MB, I can multitask between 6 or 7 different tier 1 applications, such as Outlook, Internet Explorer, MS Access, Photoshop, Poser, and 3D Studio MAX all at the same time, and I have Zero performance issues. The minimum is not 128MB, but the OS is "optimized" for that amount. You would notice a significant increase in system performance, between the two. It is meant to be a Professional workstation platform for any business app, but let me tell you it is a serious powerhouse of an OS. No more apps hanging your system, and having to reboot crap. If an app chokes, the kernel will kill the process, and "reclaim the system resources that were being used" Just because an app dies, doesn't affect the rest of the operating system. It is so stable. co(V)(V)union