My reasons for upgrade are the fact that I want to use Windows live mesesnger and you cant install it on 2000 pro. I purchased the copy of XP Home over a year ago and installed it on the machine. Since I use it mostly for gaming and it is on the low end of the power scale (500MHZ PIII) i went with 2000 pr since it wasnt as resource intensive. As for a tool if someone could direct me towards a free one that works that would be nice if for no other reason to know about it, I have decided to dual boot the system since I had a free 10GB partition I wasnt really using so I guess i don't really need the tool seing as i can do all the modding under 2000 pro.