Lurker, I ran XP on a 233mhz IBM thinkpad with only 64mb ram. and a 5g hd. it ran, I turned off all the goodies, and it ran. However peeps are right that system was designed around the 98 scheme. I was in the same boat I wanted to run better stuff, but 98 wouldnt do it, I went to ME. It fit right in between xp and 98 and runz damn good on this old machine. the only issue i seem to have is if i want to use LAN then i make sure the PCMCIA card in not in them machine,.. boot it up and then plug the card in. then I get an IP. thats the only issue i have.