I've installed v3.5 (from the .exe) on my win98SE system but I just can't get it to work properly. First, I had to modify config.sys to increase the environment space. Second, the following code in config.inc.php caused an invalid path (/home/home/...) $drive = $_ENV['Disk'] . ":"; if($drive == ":"){ $path = realpath(dirname($_SERVER['config.inc.php'])); $pathArray = explode("\\",$path); $drive="$pathArray[0]/$pathArray[1]"; } requiring the manual insertion of $drive = "W:"; to get \home\admin\www\index.php to work properly. Then, mySQL refuses to start up, in spite of the "MySQL server started." response from the "Run MySQL" link in apanel. There are two occurences of apache and one of uniserver in Task Manager. (Also, creating this message caused no end of problems for Firefox, with keypresses doing strange things, being unable to insert, etc.) I love the idea of a complete suite of web apps, but it definitely does NOT run out of the box under Win98. - Alan