Larry, thanks for the advice.

>You need more memory. W2K Pro needs at least 128MB and if you can, go with 256 MB. The 2GB FAT partition may be pushing it. You may have to convert to NTFS (or FAT32 if you want to dual boot) because of the disk cluster size and the sheer number of files that come with W2K.<

I planed to ditch FAT on C:, convert to NTFS (is it still called NTFS in W2K?)
and have W2K installed on C: only. Can I do this with the W2K upgrade, or will I have to buy the full version in order to install from scratch?

TIA,
Alan