IMO, 98 can be made more secure than the newer windows versions, and not just because it's isn't being targeted. It can also be done at little or no cost. To effectively secure 98/ME, the user or administrator needs to address a few key items. Control over traffic in and out of the PC. Control over the content of traffic that is allowed, filtering. Control over processes, what is allowed to run and their activities. Control over user activities. Traffic control on 98 is easier to accomplish than it is on XP. Most if not all of the system components of Win98 can be denied internet access with no ill effects. There are no unnecessary services opening ports that need to be disabled. If there's no server software running, all of the ports on a 98 box can be closed by system configuration. On PCs that need to be able to receive incoming traffic, it can be limited to IPs that are necessary. Kerio 2.1.5 is a light rule based firewall that's very effective and works well on 98. Content control of the allowed traffic can remove much of the malicious web content. Filtering apps like Proxomitron can be tailored to block most any undesirable web content. Proxomitron works with all browsers. While other browsers like Firefox, Sea Monkey, and Opera are more secure as installed, all can benefit from tighter settings. IE6 is extremely unsecured as installed but can greatly improved by proper configuration. That said, I've found 98 to be much more stable and reliable when another browser is used. On every 98 box I've worked with, prolonged use of IE6 will eventually drain the systems resources until it becomes unstable and crashes or forces a reboot. Controlling processes and their activities is central to securing 98. The policy editor on the 98 install CD (not installed by default) can be used to restrict both system and users, but its ability to control processes is weak, and is easily defeated. A separate application firewall or HIPS does a much better job at controlling processes and their activities. While many of the HIPS and application firewalls don't run on DOS based systems, one of the best does. The free version of System Safety Monitor runs very well on 98 and is quite light. SSM is most suitable for PCs that are finished, equipped the way the user or administrator wants them. It's not a good choice for the casual or novice user. In the hands of a knowlegable user or administrator, it's extremely effective. It enables the user to set the parent-child dependencies for each allowed process independently and can effectively prevent many potential vulnerabilities from being exploited. By preventing all but the whitelisted processes from running and controlling their activities, SSM can effectively replace the resident AV. Control over users and their activities has always been a weak point on DOS based systems. This can be largely offset using the same tools and software that controls processes. Both the policy editor and SSM can be configured with separate rulesets and settings for each user. SSM also has a window filter module that will serve effectively as user or parental control program. One of the most overlooked security tools on 98 is DOS. DOS can perform tasks and supply services that require separate software to accomplish on XP. A couple of batch files can be used to secure the registry, core system files, autostart folders, etc. They're outlined here. They will need to be edited to match the system they're used on. Combined, these form the core of an effective lightweight security package for DOS based systems. The firewall of your choice can be substituted. Try to avoid using a security suite, especially one with a HIPS component on 98. Most are too heavy of a load for the older hardware. I'm not aware of an effective substitute for SSM that runs on 98 and is lightweight. Add an AV scanner of your choice. If desired, add a script monitoring program like Script Sentry and file/folder monitoring software. Top it off with a solid system backup utility. 98 systems are usually small enough to fit on 1 or 2 CDRWs if the users data is stored separately. Then sit back and watch the XP users repeatedly scrambling to get patches for vulnerabilities, many of which 98 isn't vulnerable to. Regarding the FAT32 vs NTFS security debate, IMO any security increase that can be attributed to the NTFS file system is more than offset by the ability to hide malicious files, processes, and registry data in it with rootkits. Regarding its alleged superior stability, 98 can be very stable. Much of the time, instability on 98 units is due to a lack of system resources. It's partially because the PCs that came with 98 installed didn't have a lot to start with and partially because apps like IE6 don't use it efficiently. Properly equipped and configured, 98 boxes are very stable. Mine runs 24/7 with no problems. Rick