Musicat, both my siser and I have Bryce 5. I have Win98 and she has ME, and it works fine on both systems. I don't know where you heard that, but it's not true. I was reluctant to get it merely because I didn't think it was much improved over B4 other than the tree generator, but a nice friend bought copies for both my sister and me as gifts and we've both been able to use it. I've never heard anyone say it wouldn't work on anything but XP. If it's true, no one told my computer, because it thinks it can run it just fine. ;) Melanie