Thanks very much for the replies. I have not done the upgrade, but have had the software for several days and will probably do it this evening. I did have Windows ME once when I purchased a new Gateway it was installed on it. I didn't like the Gateway, so I sold it and bought a 2 yr old HP Pavillion that has Windows 98 on it. My computer guy offered me a system upgrade to any version I wanted, but like I said before, my computer doesn't have enough memory for XP, and he recommended SE if anything. . So, once again, thanks for the help all. Ang