You cannot truly appreciate the compatibility warnings Windows gives you until you actually install XP and find out what will absolutely will and will not work! I have a 466id eMachine Monday was a great adventure for me, as I installed the XP home upgrade over ME. I ran the compatibility software that came with XP, and for the most part I was okay. I have an older BIOS, but it did not seem to be a problem at all (and a quick check with eMachine tech support indicated that no problems had been reported). However, it didn't give me any real indication that my USB modem and my compact flash card reader drivers were not gonna work -- not to mention that my brand new Maxtor 40GB hard drive disappeared! As I was attempting to "install new hardware", I kept getting a prompt for drivers for a "parallel device". Was this my hard drive, and has anyone else run into this? (My biggest concern right now) My modem, it turns out, is an older Boca Research product, a TelePort 56k USB fax/modem originally built for Mac. I got it free after rebate as an OEM deal. I could not find any updated drivers for it, so I'm buying a new modem, a SupraExpress USB 56k that has Windows 2000 drivers. On the plus side, XP recognized and accepted close to 95 percent of my loaded software. I've already purchased and installed Systemworks 2002, and am waiting on the XP update for Easy CD Creator 5. I did find a Windows 2000 driver for my card reader, and still need updated drivers for my printer, an HP 722c (old, but extremely reliable!) I already installed the Windows 2000 driver for my card reader, and it seems to work. However, I did revert back to ME until I can resolve the USB modem issue, which will hopefully be by Monday. The XP uninstall went pretty quickly, about 1/4 the time it took to install it. Anybody else have some interesting adventures in XP Land!