dont. Run win2k with at least 256 ram. it works. XP is harder to configure. 2k has a lot of driver issues, until you've gotten up to service pack 2 at least, and service pack 4 is best. you still will need to upgrade drivers for a few things, scanners & webcams and some games will give you trouble. overall, it's 5x as stable. doesn't mean the transition is going to be hassle free. there's not much reason to run 2k if you are happy with your present configuration. But a BATCH of random bluescreens and irritations go away with the upgrade. and the batch you GET with the upgrade are to be expected, and most of those can be skipped if you'll make sure you have drivers already on hand for whatever attachments you use. IMO, of course. And this presumes you'll run a decent antivirus & firewall. Do that. Not norton or mcaffee.. Nod32 or Kasperskys or Bitdefender.. Kerio or Sygate firewall.. works. course, lots of contrary opinons. I have 2 ISPs, 6 comps, 2 teenagers, do it in my livingroom. Paid for everything and built all 6 comps. I'm no uberguru... but what i'm telling you is experience based. Tightwad German/Scot experienced. And I'll help you configure it for free if you act interested, take notes, and don't whine.