I've tried 'em all. Win 3.0, 3.1, 3.11, 95, 95B, 98, 98SE, ME, and 2k (which I run now with Win98SE). Although 3.11 is my favorite, we'll be realistic. 95-98SE were stable. I had many problems and slow-downs with ME. Win2K is slightly slower, seemingly because of low memory (64MB), but extremely stable. As others have said, some people try WinME and hate it and it sucks, others try it and love it. Same goes for 2K. My suggestion, is try it out, and see for yourself. It may suck, it may not. I think they put in some sort of AI, and if it doesn't like you, it makes it known 