My little question generated a lot more heat than I expected. I will be going with my original ideal of using DOS with GEM as the GUI. Too many acronyms there? A lot of software avaliable for DOS and GEM provides a "different" shell. OS/2 sounds interesting, I have Warp 3 in a box somewhere, with many disc to install with, want to bet that the last one or two would be bad? I am already running Linux, Win XP, and WIN 2000 on other machines, home and work. Maybe I should have asked about a Laser 128 (Apple II clone) or maybe a DecMate III?