ive used all those o/s's for games and find xp to work the best for these reasons (1). windows ME is a very unstable piece of crap, so its out. (2). 98 and xp are both very stable,but 98 dosen't come with a unzip program,and the downloads are slower than xp, hence problems with online games. i have cable dsl and get 150 kbs from 98 and 250 kbs with xp,thats without modding the registery. i also like to right click and extract with built in unzipper,found only on ME and XP. on a personal note i think winzip is a piece of crap, just my opinion.so id go with xp,and make sure you just get the upgrade,its no different than the full version, all you need is the install discs from a previous o/s. ive bought the full version of 98 and dont even use it, anyone want a cheap, priced to sell o/s? it cost 200 bucks (full version) make me an offer>jimd000********com c ya.. peace