If you do buy an upgrade XP disc, I'd strongly recommend that you don't do it as an upgrage, but as a clean install. I've had problems upgrading to XP over a dirty 98/ME situation. Get all your stuff that you want to save off the machine, put the XP upgrade disc into the tray, shut-down & restart. Proceed as if it was a "full" disc. You'll be prompted to insert a "qualifying product" (your ME disc) into the tray. And then you'll be prompted to put in the XP disc back in. This way, you'll get a nice, clean install of just XP, as if your PC had no memory of ME.