HI STAN, i upgraded to win xp pro and had nothing but hassle with it,it would not recognise my geforce 2mx card and when i ran it with another card half the software programs had problems with it. it was an absolute nightmare so i went back to win ME,XP is the biggest waste of cash going. HOPE THIS HELPS.... _________________________________________________________________ Chat with friends online, try MSN Messenger: http://messenger.msn.com The NOSPIN Group provides a monthly newsletter with great tips, information and ideas: NOSPIN-L, The NOSPIN Magazine Visit our web site to signup: http://freepctech.com