I went to a local Computer store to buy the upgrade from 98se to ME. My main reason was because ME comes with a Go back type application so you can experiment (to a certain degree) and if things don't work out you can go back to a previous checkpoint. The upgrade was £39 however the guys in the shop - who know a lot more about computers than me, advised against it saying there where far too many bugs and incompatabilities with ME. I bought a program called 2nd Chance instead and left the ME upgrade on the shelf. They still sell their custom made computers with 98se OS installed even today. If your systm is working and it ain't broke.....