Let's face reality here: Despite the fact that Windows 2000 Professional is aimed squarely at corporate desktops and mobile users, all kinds of people are going to want to upgrade to the latest and greatest when it arrives late this year. Based on almost two years of experience with Windows 2000, I can say that most of these people are going to be disappointed:  Very disappointed. But that doesn't mean the upgrade won't be a good move for some people. Mobile users, the so-called power users, programmers, and anyone else that likes to get the most from their system are good candidates for the upgrade.

Will it work?

To find out, I've upgraded three Windows 98 machines to Windows 2000 Professional Release Candidate 1 (RC1): A Toshiba 490XCDT Satellite Pro laptop with a 266 MHz Pentium II and 160 MB of RAM, a Dell Dimension XPS-R400 with a 400 MHz Pentium II and 128 MB of RAM (since upgraded to 256 MHz of RAM), and an old Dell Dimension XPS-P166c with a 166 MHz Pentium and 128 MB of RAM. The screenshots you see to the left are from the Toshiba upgrade, which occurred most recently and presented the fewest problems. However, I'll be talking about all three upgrades in this review.

First things first: Don't even attempt this upgrade unless you've got a kicking system: Windows 2000 drowns in anything less than a Pentium II with 128 MB of RAM, which should be considered the most bare-bones install. I recommend more RAM (way more for Server) and more processing power if you can spring for it. Also, most people shouldn't currently be upgrading their day-to-day OS with a Beta, even one that's as stable as Windows 2000. A dual-boot install is preferred until you're sure that Windows 2000 is going to be everything you want it to be.


First things first: Preparing for the Upgrade
Each of my Windows 98 installs were fairly typical: I use a variety of applications regularly, such as Microsoft Word 2000, Visual Studio 6.0, and Outlook Express (Figure 1) . For each installation, Windows 98 SE (build 2222) was upgraded (note: Windows 2000 Beta 3 does not support Windows 98 Second Edition as an upgrade. Only RC1 and later will upgrade 98 SE). And each of these installs had a clean Device Manager with no "unknown devices" listed. All of the software worked perfectly. Plus! for Windows 98 was installed on each machine as well; I figured that might prove interesting, since none of the Plus!98 applications will otherwise install on Windows 2000.

After agreeing to install Windows 2000 RC1, the setup program informed me that my McAfee VirusScan program needed to be shutdown (Figure 2) . Then the full-screen graphical setup began (Figure 3) . I chose "Upgrade to Windows 2000," crossed my fingers, and hoped for the best. Before Windows 2000 will upgrade Windows 98, it explains the steps it needs to go through (Figure 4) and then asks you whether you have any "upgrade service packs," (Figure 5) which will presumably begin appearing when Windows 2000 is actually released.

Then, I was prompted to "upgrade" my file system to NTFS 5.0, the new file system introduced in Windows 2000 (Figure 6) . On the laptop install, I chose not upgrade since FAT32 is faster and lighter, but I did choose NTFS on the two desktop systems. 

Then setup prepared an upgrade report (Figure 7) , which is designed to explain any incompatibilities you may have with Windows 2000. Each system had at least one hardware device that wasn't found, though in the laptop's case it seemed innocuous: an "unknown device" (Figure 8) was found to be incompatible, and this later revealed to be a game port, no biggie. But the two desktops were another story altogether: Windows 2000 wouldn't work with the Connectix Web cam or the parallel port scanner on my Pentium II system and it refused to even see the sound card (a Creative Labs model, no less) on the P166.

When the upgrade report was completed (Figure 9) , I was given the option to view, save, or print it. I actually saved a copy of the laptop's install report (which you can view here) and wasn't too shocked by the news: A couple of things would need to be reinstalled, but nothing serious. Other upgrade reports had mentioned that some software wouldn't work, but in most cases, the software actually did work after install.

At this point, setup tells you that it's ready to upgrade (Figure 10) . It also notes that the process will take 30-45 minutes, which is a gross understatement. Setup copies the files it needs (Figure 11) and then reboots your system (Figure 12) .  It will never be the same again...


DOS mode and GUI Windows 2000 Setup
Once the machine reboots, it goes through two distinct Setup phases: A DOS-mode file copy sequence that's eerily similar to the old Windows NT 4.0 Setup and a gross-looking VGA-mode GUI Setup. The DOS portion of Setup takes only five minutes or so, but the GUI portion requires almost an hour (more like 75 minutes on the P166). During this time, it does through a similar series of steps as the fresh install, adding components, setting up the Start Menu, and whatnot. One particularly nice feature is that you don't have to touch the keyboard even once: Windows 2000 will simply grab your settings from Windows 98. Nice.

And then it rebooted to start Windows 2000.  Dear God.


Frankenstein monster or elegant upgrade?
After rebooting, Windows 2000 started up. The first dialog I was presented with required me to create a password for all of the user accounts that were created during Setup. In my case, I had two in each case, "Administrator" and "paul" (which is the account I had created in Windows 98).  I entered the password (which apparently is used for both accounts, odd) and was presented with the standard Windows 2000 "Log On to Windows" dialog, which I found odd since I had configured TweakUI to auto-login.

After about thirty seconds of furious disk whirring, the Windows 2000 desktop appeared (Figure 13) . Windows 2000 had replaced my Windows 98 Active Desktop wallpaper (Figure 1) with its own, new, Windows 2000 wallpaper (Figure 14) . I removed this and noticed that it also replaced the default Windows 98 teal background with the newer medium blue used in Windows 2000. 

Then I started milling around, to see what had changed. Here's what I discovered:

• Display Properties - Numerous wallpaper was added, despite the fact that I had installed none in Windows 98. Power management went from a wonderfully featured-filled applet in Windows 98 to a rather underwhelmingly simple applet in Windows 2000. The Windows 2000 color scheme had completely replaced my stock Windows 98 scheme, but that is still available as "Classic Windows." Hmm. All of my effects--font smoothing and the like--were retained, nice.
• My Computer - My previous toolbar display style (Large icons, no text) was wiped out and replaced with Small icons, no text. I had some mixed reactions to the lack of icons in My Computer: In Windows 98, I had quick access to Web Folders, Printers, the Control Panel, the IR applet (laptop only),  Dial-Up Networking, and the like from My Computer. In Windows 2000, this was replaced by a single Control Panel folder. It took a while of rooting around to find the other tools.
• Documents and Settings - Because I had a single user profile in Windows 98, my Documents were stored in C:\My Documents and my desktop was found in C:\Windows\Desktop. Windows 2000 moved the Desktop folder into an appropriate subfolder in C:\Documents and Settings, in keeping with the Windows 2000 style. But My Documents remained right in the root of C:, an odd decision given that a My Documents folder was also created under my profile in C:\Documents and Settings.
• My Network Places - In Windows 2000, My Network Places replaced Network Neighborhood. The Web Folders I had setup in Windows 98 were brought over intact, and each computer was correctly connected to the local network.  And my shared drives carried over intact.
• Applications -