Agreed, a clean install of Windows 98SE is fine and I've had a machine running it for more than 3 years with minimal maintenance. I must be very lucky. However, once they start going wrong Windows 98SE is something I have found hard to fix or patch up: I usually do a clean install because it ends up being easier and quicker. InitiallyI wasn't a fan of XP but since the first service pack, I think it is a pretty stable system. frop (and others) will, no doubt, disagree and recommend you stick with what you know and I see his (her) point. But if you are keen to upgrade then do it to XP Home Edition since the benefits outweigh the disadvantages. I have found XP to be much more stable then Windows 98SE. frop also makes a very good point about being more resource hungry: it is a big installation (approaching 1 GB) and although the minimum RAM requirement is 64 MB, I would double (or even better, quadruple) that. Like all new relationships, you will have your initial doubts (and perhaps regrets) and pet peeves which soon disappear when you discover their inner beauty. Me, I can't let go of Windows 2000...