I have made many conversions from Win98 to Win98SE without any problems at all. I used to be a PC Tech for Best Buy. The major reason for most of the upgrades was for USB support if I remember correctly. But I can't think of a single time I had a problem upgrading. in fact when you stick the SE cd in the drive it comes up us and says " This is a newer versio xxxxxxxxx do you want to upgrade" Eddie, kc4awz -- http://www.piclist.com hint: The list server can filter out subtopics (like ads or off topics) for you. See http://www.piclist.com/#topics