I also can proclaim success in installing xp with 64mb of ram on an old P2, no problem at all. 64mb is supose to be the minimum that XP needs. If you have an OEM CD it won't install on any thing less, but there's some hack (probably using nlite) that can install XP on less. I also seen a while back windows XP for legacy PCs, I forget how much that needed but it was less than 64.