Paul writes: <<I plan to install Win XP Pro on a system where I have Win98. I have tried to perform an upgrade which would retian all of my settings and programs...>> That would not have been a good thing to do, even if it were possible. XP is a totally different type of OS from W98, and trying to graft any new OS onto another has always been likely to result in grief. Most likely this has been the cause of your troubles with W98, as you mention previous updating. It is strongly recommended that you should reformat your hard drive, or at least the partition into which you intend to install XP, before starting on the installation process. Presumably your hard drive, and your system generally, are adequate for XP. If there is enough spare space, you might perhaps preserve what you want from your old system by defragging, then creating a new partition (say E) , moving whatever you wish to save onto the new partition E, then reformatting the rest of the hard drive onto which you would then install XP. Better still, create at least 3 partitions, so that you can keep the OS separate from Program Files and store data on the third partition. Just how you'd do this depends on what you have available. Partition Magic seems to be the most favoured utility for this. Once you've partitioned off the main part of the Hard Drive, XP will give you an option of further partitioning when you commence installing it. Better, if you have a CD burner, you could burn the OE folder, with any other data you want to keep, to a CD from which you can restore that data. As well as Email stuff, you might want to preserve your internet bookmarks, internet connection settings, email and dialup settings, and Startup and Sendto folders. Any settings are easiest preserved by screencaps saved as .jpg files, from which you can later copy those settings. In any event, you will have to face up to re-installing all your software in XP. You may wish to save your software .ini files from the Windows folder. Most (not all) of these can be later copied into XP Windows folder to preserve your existing settings. PS. I'm not sure what all this has to do with your stated subject of Nero Burning. So I've taken the liberty of changing the subject line to something more appropriate. Don Penlington. From the beach at Surfers Paradise. http://www.geocities.com/donaldpen/ for sunny Queensland photos, fractal art, free computer tutorials, and more. Curious about the people moderating your messages? Visit our staff web site: http://freepctech.com/staff.shtml