Hello Listers `~^ ) I own two licensed and unused full versions of Windows 98 (one copy each of Win98 and Win98 SE) and would like to upgrade a Windows 95 system running IE 5.5 SP2. The Win95 machine is a long-time, reliable friend configured just right for its' mission (with the exception of proper USB support), so I'd prefer the upgrade route to avoid the many hours of extra work that a clean intallation would require. Having never before peformed this type of upgrade (but having done numerous fresh installs of Win9x, WinMe, Win2K and WinXP), I need some advice on just how to get the job done because when I attempt to upgrade the Win95 installation with either of the full copies of Win98 that I own, I get the following message: "Your computer already has an operating system installed, which cannot be upgraded by this version of Setup. You need to obtain the Windows 98 Upgrade." Is there a work-around for this? And, if so, how do I instruct Setup to do a minimal installation upgrade? As always, thanks in advance for your help. -- Jeffrey Ottie PCSOFT maintains many useful files for download visit our download web page at: http://freepctech.com/downloads.shtml