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Well, thanks to the kind input of several group members, I took the plunge and completely wiped clean my HDD and installed Win95B/FAT 32 and all. Things went exceedingly well -- perfectly in fact! One rather interesting note: at first I had trouble with the Hibernation file -- said it couldn't create one. On somewhat of a whim, I downloaded newer BIOS (2/97) and a new set of TP utilities from www.ibm.com and now all works perfectly!! Apparently the new BIOS now support hibernation FAT32 on a 365. Again thanks to all for your input. Ken PS I must admit to a certain amount of smugness right now. As mentioned before, this was a semi-trashed store demo (listed as a P100/8/810/DS) and the price was right (about $1000). When I installed Win95 B, I noticed a significant improvement in the screen. Hmmm. Then, I installed Norton and found out that this is REALLY a P120 with a TFT!! My lucky day!!