I have noticed that WinXP will expand to fill whatever size hard drive you install it on 😉 through the use of system restore and other "useful features." I keep a separate 5 gig partition for WinXP and important apps to make reformatting a breeze, I just formatted a week ago and it already has 2.87 gigs used (1.7 gigs for WinXP and swap file) so keep in mind disk space is important for this OS. The desktop has a lot of graphical functions that have never been in windows before, so a decent video card and a lot of RAM are vital for speedy operation. Of course, you can disable these "improvements" to give a cleaner, classic look to the OS without extra baggage. Another observation - Windows Explorer has changed to show thumbnails and large icons by default, making a fast hard drive system a must for browsing directories, but this can also be turned off. Bottom line is, all these extra features that take up more memory and CPU power can be turned off to give you the same system requirements and feel as Win2000, but expect to spend some time finding all the options. Good luck!