I've got an AMD TB 1.0Ghz, 256mb RAM, 60gig HD, 16mb Voodoo 3 3000. Windows 98 SE I use it mostly for: Email (Outlook Express) Websurfing (IE 5) Starcraft Counterstrike Office 2000 stuff CD Burning (Nero 5.5) Digital photos, and maintaining a personal website (Front Page) dabble in Visual Basic 6 programming dabble in MIDI, audio editing and sound design (Sound Forge, Reason, Acid mostly) I don't have any problems with stability or speed. In fact, I'm really happy with my system right now. So why would I want to upgrade? I'm happy with Nero and the Digital Photo software I have, as well as Razorlame and Winamp for MP3's, so I don't care about that being built into the OS. And I don't like the registration code thing.