So what I'm planning on doing is upgrading the RAM, I think it can hold 256MB, getting a sound card and hopefully try to return to Win98se or upgrade (if possible?) to WIN 2000. I would try XP but I don't think the machine is strong enough. So, since I've NEVER upgraded a machine before I'm looking for some tips. I've opened it up and have a general idea of where things go. I am however having a problem getting the current modem to work and I'm not sure if it's the modem or my ineptness. Anytime I try to "access" the modem it say "no modem available" though it's clearly in the slot. Is it me? or the 5 year old modem? Is this a worthwhile upgrade? So in the end I'll have a 4.5GB hard drive, 246RAM, 500 mhrtz? (I think) processor. I'll probably play some old school games like Starcraft and Diablo.. Any thoughts?