This was what I was trying to tease out of your original post. You came asking about a new OS, when you are really trying to get a DSL connection working. While it is very unreliable and outdated OS, Win ME should have no problem handling a DSL internet connection. I had a co-worker who upgraded to cable internet from dial up. The tech they sent to his home told him he needed a new computer because his old machine had Windows 98. The real problem was that it didn't have a Network Interface Card, and their standard workaround for that was to use a USB port. But the software they used for USB networking didn't work with 98, so they told him to buy a new computer. I came over with a spare NIC, and had it up and running in about ten minutes. So what is the specific issue you are trying to deal with?