yeah, xp definately has a larger memory footprint than 2k. if i remember correctly, xp won't even let you install if your system has less than 64MB memory. on the other hand, i've successfully gotten 2k to install on a P1 150 MHz system with like 32 megs of ram once...wasn't the best solution, but it worked. would I do that again? Probably not, since imma Linux nut 😀