I'd say the speedup was not due to the OS change.

The PC I'm using to type this has a non-supported install of win98 SE & xp pro on the same partition [yes it works, it's handy, at times a pain in the ___]. Anyway, it's also a good way to compare the versions of windows since everything actually is identical between them (hard drive obviously, but also the file system, software installs etc.) & xp pro is "very slightly" faster rendering in VV3.

This pc has pretty comparable drivers for the 2 windows versions -- if I had to guess, something like better drivers in ME might be what was causing your speed up. ME itself has always been considered a bit sub par from the people I've talked to, though myself I've never run it, & there are a lot of folks out there who consider win98 SE faster then XP &/or ME when it comes to games using lots of DX &/or opengl. Win98 SE is less loaded then either of the other two, though it can suffer from bloat if you've installed a lot of apps - too many programs have bad habits like replacing system files with older versions, having features/applets start with windows & stay running, writing to the registry a huge number of keys that can easily double it's size (this is a definite problem & can slow things down).

That said, moving to XP, buy the oem pro version online for a couple bucks over the home version retail -- you'll thank yourself. Turn off as many services as you can, install SP1 "BEFORE" you install anything else (or make yourself an install CD with SP1 already merged in), & consider letting win98 SE hang around (on another partition) at least until you can judge how well your hardware and software likes XP [re: external hardware, while often win2k drivers will work, (too often xp drivers are just renamed win2k stuff anyway), might find yourself booting to 98 to get full use out of stuff like existing printers, cameras, scanners, modems, that sort of thing). If you later decide to dump 98, norton ghost will clone your XP drive if you decide to move the install.

Finally, also try to make sure you have another system handy so you can get online and find out just what the L is happening if you have install problems. A decent example, I had an XP pro install fail because while the CDRW drive was designed for XP, it was too new, XP didn't recognize it, & the installation halted every time until I read every log (from a DOS boot disk), found the problem, & unplugged the drive. At that time there was nothing online - xp pro had just been released - but if it happened yesterday I surely would have found something.

mike