Amen Kim. The same things happen with all the OSes. Anyone with experience can verify that. I have never upgraded for the sake of upgrading on the personal level. I always wait unless I've got a test machine to play with. On the work level I had to (when I could and was working that is). I was pretty happy with W2K Pro to be honest. It was a definite step up from W9x, that is for sure. I'm currently using XP still. In the Linux realm I liked RH7 using KDE desktop best and haven't seen any distro I was very impressed with since. I might install some flavor of Linux on a retired machine I have here. I'm missing a few hardware things though.