I sure would not go to 2000 It's worse than 98. Heck 95 is better than 2000, it just doesn;t support USB. 2000 and ME were crap. Stick with 98 SE. Because of the sounds of it, your computer will not be able to handle XP. For XP to run efficiently it needs atleast a gig of ram. Before I get jumped I know it will run with less, but the key word is efficiently. PLus the CPU is probably not up to par for XP either. The 98 machine I have has a mentium 2 in it. No where need fast enough for the beast XP. I duno what Jim is running, but if it came with 98 its sure not going to handle XP.