PatB, I should have been more clear in my statement. The upgrade to XP was on the machine that I had previous to the one I have now. I used to format and re-install W98SE every 6 months to keep the system clean. This would typically take me about 3 hours a night. At the time, I chose to go with the upgrade path in XP because I had done a lot of hardware upgrades and didn't want to wipe out the drivers that were installed for that hardware. It worked very well and XP turned out to be a great OS. Much, Much more stable. The clean build was on my new machine. I bought an HP 2.53G PIII about 6 months ago. I tried for a while to remove all the HP loaded crap that was on it when I got it home, but I couldn't get it all. I figured it would be a good opportunity to try a fresh build with XP. After finishing the install and resolving some "User Errors" :b (I forgot to download the latest chipset drivers) I found that my new system ran faster, more stable, and overall performance was drastically better. Understand, that I voided my warranty by doing this. If you want to try this, remember a few things 1 - Get high speed access to the internet. There are a lot of driver updates that range from 5 to 40 meg let alone the Microsoft patches and updates for XP. 2 - Prepare!! make a cd of all the drivers that you need before you start. Think about hardware and Internet connectivity primarily. Also, backup your personal files. I did this by installing a second hard drive for my files. Lots of MP3's ya know. 3 - It's not as bad as you think. XP is really good at providing the right instructions for a proper install. From personal experience, the people that have problems are the people that like to fiddle with stuff or get frustrated easily. Most problems have pretty basic solutions if you take the time to think about it logically amd read the instructions. If you've never done this before it can be overwhelming but it's actually a very satisfying experience. So many people make it sound so difficult, but once you've been through it, it's actually quite simple. Feel free to ask more questions, an informed user is a happy user. Good Luck!!