You'll find tons of PIII for less than 100$ on ebay, even laptops, they'll run XP or 2K if you want. I know this is not the right place for directing people to something else than 9x, so you can even install 98, but I think after all the efforts you'll do to install 95 on your 486, you'll end up with something that yourself will not be pleased with. The HD will get full in a year as well. For that problem, there are programs that modify the boot record and alow old PCs to use up to 8Gig I think. Like most here that are old enough, I've ran 95 on a 486DX40, it had 3.11 before and I couldn't stand the speed difference, so I upgraded from 4 to 20Meg. It got kind of okay. Forget opening big pictures with 4meg.