ME eats up on memory, and isn't really reliable. On the other hand, win2k is on my machine at home, and it runs beautifully. obviously, the plus side to win2k is the fact that its geared towards advanced users...winME claims its user friendly, but Ive heard nothing but complaints about the speed, the programs, and the overall easiness of the bootup. ME is hard to troubleshoot, and win2k is very customizable. Oh well, it's for you to decide. Hope you make the right choice by staying with win2k