I would have to upgrade alot of stuff to run XP on a system built for 98and NT wouldn't I? We have XP on our systemax PC we got new last year, it works so much better than the 98 I was used to. I guess I should say that I am messing with 2 seperate old PCs. One is a old Packard Bell with not much for memory or a hard drive, it has some problems like the sound card is built into the board and don't work but I put in a PnP sound card and have sound now and also the reset button don't work but I can reboot with the key board. I got it going again last night with 98 on it. I must have been doing something wrong the other day when trying to reinstall windows, I was getting upset so I was not thinking clearly, I have a short fuse sometimes LOL must be the German in me. The other PC I am working with is or old Pionex PC we got new in spring of 2000, we had no end of problems with it and the hard drive died one day so it sat hear for awhile till one day I decided to see if I could fix it, but now I have replaced almost everthing in it, It has all the same stuff as it came with eccept the mother board is a M5ALA ver2.0 instead of a 1.1 and the CPU is now a 500 instead of a 400, both were AMD K6-2. Tom