I think ME has only minimal Changes (Movie Maker, System Restore and disabled DOS as Major Changes) but for most users these are unneded things, System Restore restores Viruses and need to be disabled, and note that WinME uses 550 MB if you delete C:\Windows\Options\Install then you still need ~220 MB, Win98 uses 150 MB by default. My P-III 533 MHz with 192 MB RAM and 30 GB HD starts up in <10sec 98se, I'm unsure about upgrading to XP and expense money for it. On the other side: one of the pros of Me is to split the Registry to System, User and Classes and i'm sure that makes the start faster, not the disabled Dos. Of course only if you don't have real-mode drivers in 98 which you don't have in ME. For myself I had severe trouble with ME, sometimes the desktop doesn't start after start-up, Blue Screens etc. The best OS was 95 unfortunately you cannot use new Software on it. it was sleek and very fast.