There is a lady (Kay42) in the 98/ME forum whose son-in law gave her his XP upgrade disk. He has bought a new computer with Vista and no longer uses the old one. I told her that she probably could just pop the disk into the computre and follow the directions. But to make sure she selected upgrade and not install. Also suggested that she ask about possible problems here OR some nice person who knows what they are doing could go down there and help her.