Hrm... WinME basically is a buggy patch for Win98SE. 98SE2ME enables you to use updated system files from WinME, with the added stability that the Win98SE kernel offers. Essentially, through all my testing, 98SE2ME is a LOT more stable than WinME itself. Actually, I wonder if it would be possible to take this service pack and dump its contents onto the WinME CD, then use it as the source for 98SE2ME, so you get all the latest updates for WinME included with Win98SE. (You'd probably have to manually do all the killer replacements, as I believe MDGx's scripts are all CAB-File based, and aren't looking for individual files on the CD) I posted that question to MGDX one time and didn't get an answer. 98se2me seems to include some of the updated ME files .... but then pulls lots of files off the ME cd. I know that just about every file on the CD has been replaced in one of the official ME updates with a newer "bug fixed" version so I asked MGDX is 98se2me was only pulling files from the ME cd that had not been replaced with a newer version. I got no answer. What concerns me about this WINMEsp2 project is they seem to be trying to integrate files that are not part of the official ms updates into the initial release. It seems like the logical thing to do, and what I would like to see done, is to just put together a "SP2" that just takes all the files that you would get from going the "windows update" route with it's 6-8 download, install, reboot, and repeat process and install them all in one shot. Then once that is working properly, add the "unofficial" fixes and files from later oses and updates and patches and adding those as an "option 2" . It just seems to me that they are trying to cram too much into the initial release. Get the official updates working flawlessly first. Then work on adding other updates.