Windows 2000 running great for me 1.8 Pentium 4, 364 MB of RAM If you are not getting any more RAM, try nliting 2000 or XP 2003 is also pretty good to turn into desktop mode. You can follow this guide: http://nexle.dk/daniel/win2000-32mb/ It should work for xp as well. At least some of it. I used the program X-Setup and am using the "classic mode" that it suggests. I think it uses a shell similar to WinNT and really has cut back on the resources. One more thing: Don't disable the Event Log. If you do, it will take longer to boot up once you get past the Windows 2000 screen. At least in Win2k. Don't know about the rest.