First of all...if you UPGRADE to WIN XP, you CAN go back. It is an option in the 'add/remove programs' section of the control panel. You can tweak the UI to mimic WIN 98 for the most part, though I have to come to appreciate some of the features included with the XP interface...that's all up to your personal tastes. The most important factor is....NO MORE BLUE SCREEN OF DEATH!! A friend of mine at MS in Redmond had a copy of build 2600 overnighted to me on Oct. 25th, so I have been running it since the 26th and have NEVER seen a blue screen. WIN 2000, from what I am told by trusted associates exhibits the same stability. My vote is to go ahead and give it a try....but I also advise that if you like it, back everything up and do a full install and toss the upgrade (you'll need to get the full version to do so).