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Well, after having successfully doing this over the weekend, I thought everyone might like a little summary, or "how-to", so here it is! My 755CX has 40MB memory, and the 515MB HD, 800x600 SVGA LCD. Ok. Windows 95 was already installed on the machine, and I'd heard horror stories about the upgrade path, so I decided in the best interests of everything, to just go ahead and format my disk. Which I did. Then I booted from my Win95 Emergency floppy and did a "SYS C:", thus transferring the system to C:\. Then I loaded my CDROM drivers (I have a HORRIBLE EXP CDS-940 - anyone else use those?), MSDCDEX etc and rebooted. Now I could see my CDROM. Because my CDROM drive is not recognised by NT, I knew I had to install from HD. So, I basically copied the entire D:\I386 directory from CD to HD. I created the boot floppies (something like winnt /ox), rebooted, using the floppies. Then it asks where the Install stuff is, and I pointed it to the above directory, and away it went. Simple huh? Yep. I then had NT on my TP! Next was setting up the Mwave. Get the following files from ftp.pc.ibm.com/pub/pccbbs/mobiles and install them in THIS ORDER: uttpgwnt.exe mwavent1.exe mwavent2.exe And if you follow the instructions in the associated .doc files, its a piece of cake. Mwave is up and going (both sound and modem). I have yet to be able to get video going at 800x600x16-bit, but I'm kinda happy at 800x600x8-bit for now. I find the whole thing to be a LOT faster than Win95 ever was on this machine. Windows open and close dramatically faster, and I can have a whole lot more stuff running than before. Basically, I installed NT4.0 Workstation (pretty much everything - I have a lot of services going), Office 95 (works fine), and I have around 220MB left. Included in the stuff on my HD now is Netscape, Explorer 3.0, Powwow, Eudora, Zmail and about 50MB of HTML stuff. I still can't believe how much disk space I have left. Always seemed under Win95 I had less than 20MB available at all times. Anyway, thats my experience. Anyone have any questions - feel free to get in touch. .rickt