I just finished an install of OS X on a Beige G3/300 with 192MB RAM and it seems to run fine. I'm doing the initial testing on the G3/300 before installing it on the newer G4's we have. I installed it over the top of a current OS 8.6 setup and in fact, this email is being sent from Outlook running on 'Classic' under OS X. The install went painlessly, the speed is acceptable and it was quite simple getting the network settings put back to where everything worked. OS X ships with 3 CD's, one of which is OS 9.1, which I had to upgrade 8.6 to prior to installing OS X. 9.1 is what it actually uses to run 'Classic' applications. BTW, for those familiar with NeXTstep, it's easy to see the lineage behind OS X. They even kept the spinning multicolored pinwheel while the system is loading. Jeff