WOW! Ive never anticipated seeing a question like this on an English language forum. Anyways, this project started with WinBeOS98 I, II, III - 3 versions of a shell replacement for windows 98, all completely in Russian. Then there was BedOS72214-1, which is a separate complete install of a modified windows 98 system, also completely translated in Russian, featuring a very lightweight shell (based on the win95 one). The next and most popular release is BedOS2 "TANIA" (БедОС2 "ТАНЯ" in Russian) which is a modified and refined version of the above BedOS72214-1, later modified in BedOS2 lite version. I have used the BedOS2 lite version and according to my personal opinion it is a very nice variation of an OS with a lightweight shell as in win95 but having all advanced features of win98se. In fact the full BedOS2 "TANIA" version also has a modified Microsoft office suite included as well as other software all completely in Russian. The BedOS2 lite version is very fast, has a low memory footprint as well as requires a very small amount of free disk space. It is perfect for running all kinds of games (even the latest ones with a little bit of tweaking). However it has some drawbacks: 1. It is illegal as it contains large portions of modified Microsoft code and they are not eager to allow this to happen even in Russia. 2. It is completely in Russian so non-Russian speakers would not be able to use it at all. 3. There are some compatibility issues (even with games) due to the win95 shell etc. Due to the fact that its software is illegal the author Sergei Bedrin had big problems with the Microsoft representatives in Russia. Nevertheless he and his programming team have even created a new version called OSX (also a windows OS clone) and according to the website that makes it available for download is currently residing in North Korea B) I still haven't tried the new OSX but as soon as I have enough time I would definitely give it a try. P.S. Windows 97 (codename Memphis) is an early preview of the Windows 98 FE. See the other thread you have opened about my experience with it.