Hi Al, I know you've already got some answers on this,but I'll try and give you a somewhat different slant on this.It'll be also more extensive - 1- or 2 line answers don't tell the whole story ;) To start with - this is from the "horse's mouth " How to install or upgrade to Windows XP http://support.microsoft.com/kb/316941 " Note Windows 2000 and Windows 2000 Professional can only be upgraded to Windows XP Professional. You cannot upgrade Windows 2000 to Windows XP Home." 1.Upgrade > While it can be done,in general it is better to do a fresh install. Reason: While a lot of System drivers are compatible with XP and even system hardware components often have combined Win 2K and XP drivers, some do not and are specifically for XP. There are also other files that would be redundant on XP ,but are not deleted in the upgrade.Others are not available in XP,but would be useful nonetheless.They can be installed later though. My advice: Do a system inventory. Find the latest drivers for your Motherboard,Video card,Audio,modems and any other hardware device.Check for BIOS updates.A lot are done via the website of the Mobo manufacturer.Others via the specific hardware manufacturer. Put them in respective folders and burn to CD. You may well have the original driver CD,but those drivers will be outdated for the most part. XP will have some drivers,but again, they most likely will be outdated as well, so use your own collection to install the required drivers specific to your hardware. You install this after you have installed XP. Depending on your XP setup CD,you'll need to do some updates. The range of XP CDs goes from XP no SP, to XP SP1,XP SP2 and XP SP3. If you have the older version,you'd be advised to create the latest version with SP3 integrated and use that for subsequent re-installs or do this in advance on another machine and use it for the fresh install you're planning now.The method you use for that is so-called slipstreaming.More on this if needed. With proper preparation,you shouldn't have much of a problem. Peter E. -------- Original Message -------- Subject: [PCSOFT] upgrade from 2K to XPpro?? From: alan smith <[log in to unmask]> To: [log in to unmask] Date: 07-Jun-2009 11:38:56 PM Some time ago there was a post saying that a person can upgrade Win2K to XPpro but not XPhome. Has anyone done it and were there any problems?? I've been on 2K for 5 or 6 years, but I find that most programs I want are okay for XP and Vista, but not 2K. Thank you for all suggestions, Al Smith __________________________________________________________________ The NOSPIN Group Promotions is now offering our special coffee cups and mouse pads with the PCSOFT logo... at a great price!!! http://freepctech.com/goodies/promotions.shtml