I have been using XP for about 6 months. Beta 1 through RC2. So far my only real gripe is the activation process. We have the same copy running on 3 different systems. We just called MS and they gave us activation codes for the 2 other systems. I doubt that they will do that with the final release. The wife is happy cause the SIMS runs better and faster with no crashes. The server which handles the Satellite internet system has been flawless. I would say that if you have W2K stay with it. If you are borderline on CPU or mem either upgrade or stay with W98 other wise go with XP. It is worth it just for the stability. The odds are that if you are having stability problems or blue screen then your system is not really that stable. All in all it is the best MS has offered BUT I dont like the MS greed that comes with it.