Another thing with upgrade vs. wipe-itand-start-from-scratch, is that MANY programs/devices use completely different drivers, or completely different versions altogether, for XP than for '98. (XP disk quite likely hasnt got these, and the wrong ones will get plunked in their place) What I did was buy a completely new 80 gig hard drive (only $65.00 on tigerdirect), installed XP on that, and left the old hard drive as drive D:...when I couldnt get new ATA drive to work, I just went into bios and told it the '98 drive was the #1 (later found out that ATA drives have special drivers ya insert when XP install inquires about SCSI, etc)