These directions are for Windows XP Home and XP Professional and Windows 2000. Windows 98 and ME are not compatible. Some users have reported success with XP Media Center Edition. Feel free to supplement your successful upgrade experience. Follow these steps (some addendum to what is on the palm.com site for upgrading): 1. Sync your old device. 2. Rename your C:\Palm\[your truncated hotsync name]\Backup folder to something like OldBackup, Today'sDateBackup, or [your old Palm model, like T3]Backup. I prefer to also move it to computer desktop so that I do not have a snowball's chance of confusing it with any other backup folder. Failure to perform this step will ensure horrible results. You have been warned. 3. Charge your TX, check your third-party apps (including hacks and TSRs) for updated versions, check the TX software compatibility lists (palmfocus.com has a comprehensive, organized list). Incompatible third-party apps will produce the following: freezes or resets when you open an application (not necessarily the incompatible app), slow performance, unusual screen display, difficulties using handheld features, uneven sound quality. Download and unzip any upgrades you need. Do not run any installers at this time. Snoop around the User Guide or browse a few forums. 4. Time's up! TX is charged. Select language, date/time, do the digitizer dance. Turn off all other running applications to ensure Registry is properly written to; this includes antivirus and firewall. Install new Palm Desktop and perform initial sync to your existing hotsync name. Your PIMs will come over and a new Backup folder will be created in the above-referenced path. Play a bit and get comfortable with some of the new features. 5. Before you start installing third-party applications, make sure you have your registrations handy. Install third party apps one or two at a time through QuickInstall from your OldBackup/[your old Palm model]Backup folder or newly extracted downloads if old versions are a no-go. Warning, if upgrading from a T3, do not install AppSlipRotate.prc and StatusBarLib.prc. You will lose the Status Bar. You will have to know all of the associated files for an app in your OldBackup folder and install them together for proper functionality. Creator ID is useful for these associations, although not all apps have just one ID. If uncertain, re-download and then locate your data in the OldBackup folder. You will have to re-run the installers for those apps with their own conduits or desktop apps (AvantGo, Splash Money, Vindigo, Sunrise are examples). Whatever you do, never install any preferences files from your old device unless you are fond of reset loops and hard resets. Begin installations with the latest version of Uninstall Manager and Cleanup (also sold as NeatFreak Pack). Then add your favorite file manager (FileZ, Resco Explorer, etc.). This will significantly ease cleanup if you mistakenly sync an old or disruptive app. Then install more apps, one at a time unless you are entirely confident of full compatibility with NVFS. Hope this helps. Enjoy your TX! It would be nice if someone with a Mac could post a follow-on. Likewise with XP Media Center Edition (note whether 2004 or 2005).