I just did this exact thing... I used the full w2kpro version to "upgrade," not the w2kpro upgrade version. I put the CD in the drive, the autorun popped up, and everything went from there. The install program is actually pretty smart... it has a screen to download MS's "compatability tester" program, which tells you that all of your hardware and software will be incompatible with windows 2000. The only thing that I was surprised by (and I was really surprised by this) was that I checked that the box that wasn't "Clean install" b/c I thought it would result in a dual boot system, but only after the install program was significantly on its way did it say that it was deleting the old windows ME (I installed on the same partition, you may have better luck on two different partitions). But, it upgraded the registry and all the w2k compatible programs work fine in w2k now. You shouldn't see any serious problems during the install other than some of your hw or sw may be incompatible without updates.