I currently have a PII/350 Mhz PC, 7 GB hard drive, 128 MB RAM, and integrated video running Win 95. The PC has a USB port but Win 95 isn't supporting it; so I'm thinking of upgrading to Win 98 so I can use the port for an MP3 player. Also, I'd like to get a video card for gaming and the ones for sale all require Win98 at a minimum. So, while I'm at it, I was thinking of another hard drive (40 Gig or so) and maybe another 128 MB of RAM. The Win98 is $90, video card can be had (32 MB) for 60, hard drive for $150, RAM for $50. At a total of $350, is it worth it? Or should I just upgrade to a new PC and retire this as a second unit. I should mention it works fine for AOL, word processing, Quicken, dialing into work, etc. It just freezes on my son's game playing at times and I'd like to have a USB port so I can get a portable MP3 player (I'm a runner). Your opinions, ladies and gents? Thanks to all. PS..If I upgrade, should it be to Compaq, HP, Gateway, Dell, other? And what are the minimum specs?