XP copy protection is shit, buy an OEM copy and install it where you like as many times as you like. Anyone that moans about upgrading is simply lining Microsoft's pockets... well, so is upgrading graphics cards to Nvidia or Ati (every other year), so it upgrading processors to Intel and AMD (or Cyrix - hey, there are some 98 users here after all ;)) Yeah, you can argue that you get a more tangible benefit with processor or graphics, more tangible than an OS upgrade, but like it or not, WinXP is technically superior to 98 et al. And, at the end of the day, as has been said several times, if you have a DIII capable system, you probably have 1Gb+ of RAM, in which case you're hitting bottlenecks the second your computer is turned on.