Thanks for the comments so far. Specks for the machines are as follows: Desktops: IBM300GL, PIII 450, 10Gb HDD, 124MB IBM300GL 2, PIII 450, 10Gb HDD, 124MB Servers: Compaq Proliant 1600, PII 266, 12Gb, 128MB Compaq Proliant 1600, PIII 550, 36Gb, 524MB Compaq Proliant ML370, PIII 733, 22Gb, 640MB Compaq Proliant ML370, PIII 733, 68Gb, 640MB Compaq Proliant 2500, DUAL Pent Pro 200, 10Gb, 384MB SOE: Desktops: NT4.0 (SP6a), Office 97 SR-2 Servers: NT4.0 (SP6a) The systems should be able to run 2k or XP without too much trouble. The main reasons for upgrading seem to be minor Image problems and remote login times. (All of which could be fixed by proper installs of our current OS, I think...) My Job is to try to find all the reasons to stay away from either 2k or XP, and as such, suggest the one with the least hassels/bugs/security holes etc.