Bobby, Each successive version of Windows adds more bloat, more code, more overhead, and more complexity to an OS that no one reeeally understands anymore (due to it's complexity). The answer to your main question is yes, 95 will run faster than 98. But on a 200 MMX it probably won't be significantly noticable. You have more than enough RAM for normal PC uses so don't worry about memory. If you want to increase your performance, then I suggest you get a new hard drive -- read, write, and seek times have improved dramatically in the last few years. Also consider dumping your winmodem and get a true hardware modem. That will free up A LOT of your processor's time (= better overall system performance). Jim Meagher ----- Original Message ----- From: "Bobby Sutton" <[log in to unmask]> > I have a Gateway P5 133XL ( 1995 model) Originally with Win95 very first > edition > have upgraded to clean install of win 98 from puter at work, not SE , works > & runs great > I have installed a 200 mmx Intel overdrive processor and running 80 megs ram > i did not want to go to 98 but could not find c edition of 95 Do you want to signoff PCBUILD or just change to Digest mode - visit our web site: http://nospin.com/pc/pcbuild.html