Dear Kay: Your Pentium 233 MMX could be a much more powerful computer than the 266 Pentium II depending on the chipset and motherboard you have should you decide to upgrade your socket 7 CPU. That is the system I would use for the web and video work software you describe. If you can determine this information I could advise you better. The easiest way to know what you have is to find the BIOS ID String during the startup of your system. Check the web for BIOS ID techniques. Your motherboard could also need a BIOS update to support the 40 GB hard drive without special software from Maxtor. I have upgraded even 166 MHz machines with 66 MHz memory buses to 400 MHz for $20 and updating the system BIOS. My favorite CPU for socket 7 is AMD k6-2 or K6-3. You will be surprised how fast an old machine can run with a little updating. Your operating system Win 98 SE is a good choice for a low budget machine. Especially with a fresh install and clean registry. Good luck, Mike Scott The NOSPIN Group Promotions is now offering Mandrake Linux or Red Hat Linux CD sets along with the OpenOffice CD... at a great price!!! http://freepctech.com/goodies/promotions.shtml