I'm not sure about why you can't upgrade ME, but I know that ME is the same core as 95, 98, 98se, etc. and you can upgrade from those. So, at least for his reason why, I would say TonyT is incorrect. (I'm not trying to pick a fight, this is just what I know to be true) Anyway, you don't have to have WinNT to do an upgrade. You can upgrade from Win9x. As to why it's not letting you, I'm not sure. Anybody know if ME came out after Win2k?