With a new, dirty (without formatting) install over an existing windows installation, your old windows will mostly be killed. All other Folders will stay where they are. But.. Ive never tried to do this from Win98 to WinXP (only WinXP German -> WinXP English, where you can't upgrade). So.. you can try, but i think theres no way back if something goes wrong. so long.. Andy PS: You can use nLite to shrink you installation and make it suitable for lower PCs. But I'm not sure if you can get below those 64MB..