That isn't true. There ARE solutions other than moving to server directly - although server ed is a better option in many cases. You can also install the developper edition (works on xp pro too). If that's not an option for you, then there's always sql expres/msde, mysql and such... About the limitations of IIS on 2k pro (same as XP Pro / IIS 5.1), you can edit your metabase (with metaedit 2.2, free from microsoft) to a number less than 40 and it'll work. There is also a utility (vbscript) to do it. (the thing is, most web browsers will open more than one socket... so it's still not quite 29 users, more like 10-20 simultaneously - enough for low traffic or a testing server) As for the virtual sites, some (free) 3rd party control panels/utilities will let you add more.