I've done an upgrade install on a desktop system with a K6/200 with no problems. I also did an upgrade on my 300 mhz laptop which went fine the first time except for not displaying the systray icons for AC current/battery consumption. Basically, the upgrade didn't import/preserve the portable profile in Windows 98. A second upgrade install yeilded the same thing, but with some errors in device manager. I finally ended up pulling out the old DOS 6.22 boot disk, running fdisk, and then did a clean install. I got the options for typical/compact/custom/portable installations and chose portable. This time it went perfectly. No problems in install, no problems afterward, either. I'll be doing a clean install on another machine in a week so I hope it goes as well.