I agree win2K is the better os (depending on what your doing) well maybe not better persay but more relable.  And in some cases it runs slower or faster depending on your system but for your average user they won't encounter win2k.  It wasn't really designed for the common user but more for the office and home business.  As for the fluffiness factor, I agree but fluffiness is almost a Windows TM.  Ever since 3.x systems the fluff has built.  Windows ME is just the latest incarnation.  But as for the symtoms of a suffering Windows ME they are always the same - "locks up", I have experience the same.  As for you Hulaboy with your new HP I also have a new one. I got the Pav 6746c one of the first thing I had to do was replace my LT Win modem it seemed to bog down my ENTIRE system however once I replaced it with a USR everything seemed to perk up and lock ups seemed to deteriorate.  Any explantions other that what may seem to be the obvious?  Anyone?