I have a dual-boot system with 98SE and XP Home Ed. XP does give you the option to format with Fat32, but I tried it and the 5.3.1 installer would not run. When I used NTFS, the install went fine. Both setups work fine (5.1.1 win98, 5.3.1 winXP), but I noticed some differences. For example, without changing any connections, 5.3.1 does not like to be in ADAT sync mode when hooked up to the DA7 ADAT outputs. It likes to be in internal sync, or it does a lot of clicking. 5.1.1, however, hooked up exactly the same way, likes ADAT sync with the DA7 on internal sync. So, even though I have 5.3.1, I am still tracking with 5.1.1. Hmmmm.... Sean