Tina, There are minimum system requirements (RAM, processor, and disk space) for all the proposals you have outlined. Generally, all the OS's you mentioned can be upgraded to the next version of windows, but that is provided you are upgrading from an OEM disk and not a recovery set. There are also some driver issues that would need to be addressed, but most XP updated hardware drivers are available from recourses like drivers.com or the hardware manufacturer website. There is a compatibility test that can be accessed from the M$ website that will test your system and provide you with a complete listing of problems that you may run into upon installing XP to your system. (Sorry, don't have time to look it up for you at the moment, but a Google search should find it for you) Installing memory on any system is VERY easy, and is explained in detail at www.crucial.com and if you use their wizard, you should be able to find the minimum and maximum RAM for your system. Also, your system can easily be identified by installing the Belarc Advisor, which you will find a link for on Crucial's website. HTH a bit... Dean Kiley -----Original Message----- From: PCSOFT - Personal Computer software discussion list Subject: [PCSOFT] upgrade windows98 to windowsxp Hi, I have a windows98 computer that I gave to my parents when I got a windowsxp. My Dad wants to upgrade to windowsxp. Can this be done by just installing the windowsxp purchased from any computer software store? I also have an old windows95 unit. My kids have a lot of games that use windows98. Can we install 98 on the windows95 unit and windowsxp on the windows98 unit? Do we need to get more RAM or a different hard drive? The windows98 unit runs 2nd edition on a Pavilion PentiumII processor with 128MB of RAM 54% Free space. I know I need to run scandisk and defrag on the old unit and I need to backup the system. (HOW do I do that?) I also need to get all windows98 updates and put on the old hard drive(I didn't keep it up very good.) I had instructions to do this but can't find them so I would appreciate it if someone could walk me through bringing up the updates and downloading and saving them to floppy and/or cd. If we need more memory how do we go about getting and installing it? Thanks for your time and efforts , Tina Foskey PCSOFT maintains many useful files for download visit our download web page at: http://freepctech.com/downloads.shtml