Can anyone tell me the minimun requirements to run WinXP?  I think I got the RAM covered and HD space but I may be a bit weak on CPU speed.  

if you realy whant it it work on a 386
okay the booting will take 45min and idel is 100% CPU usage but it works

http://www.winhistory.de/more/386/xpmini_eng.htm

i self run it on a PII 400

the "official" requirement is pentium class cpu clocked at 233Mhz,the "real" requirement is approximately two times that.I would recommend a p3/k7 cpu with at least 500Mhz,unless you really like pain and suffering.same goes with memory,128MB is insanity,256MB is acceptable (providing you turn off all the flashy cr@p).

I am currently running a Celeron 533mhz with 320megs of ram.  

ps47 wrote on 29.05.08 at 10:03:39:

the "official" requirement is pentium class cpu clocked at 233Mhz,the "real" requirement is approximately two times that.I would recommend a p3/k7 cpu with at least 500Mhz,unless you really like pain and suffering.same goes with memory,128MB is insanity,256MB is acceptable (providing you turn off all the flashy cr@p).

256megs is acceptable?  I'm glad that I have 320megs then.  How do you think my Celeron 533 will do with XP.  I can possibly up it to a celeron 733 sometime, I have one set away to install.  Trouble is I am loathe to do it myself cause I know squat about the procedure and am deathly afraid of breaking it and it is a slot one card and the only time I did try I couldn't get the card to disengage from my motherboard.  

celer533/320MB memory should be fine for internet/some office stuff/low quality movies.game performance may be lower than with win9x,but I doubt you are building a gaming machine anyway..

ps47 wrote on 03.06.08 at 11:25:55:

celer533/320MB memory should be fine for internet/some office stuff/low quality movies.game performance may be lower than with win9x,but I doubt you are building a gaming machine anyway..

Yeah mostly I would do internet and some music and movies..some gaming too, but pretty much all my games are pre 2001 so that shouldn't be too much an issue I hope.  Also I plan to keep Win98 installed in dualboot idea; I have 3 hds in my pc, C Drive (20gb) will be my future XP drive, D (5.1gb) is my current Win98se drive and E (3.01gb) is just storage and some games.  I plan to boot to C when I want to use Xp and then when I want to use 98 I will set my CMOS to boot to D instead.  Initially I only started to boot to D cause my original C drive was more than a bit screwy and liked to cause data faoul ups a lot during shutdowns and during computer freezes so I changed it to my new 20gb hd.  But it gave me the idea to have XP on C and win98 on D.  

What kind of vidcard drivers are out there for my Voodoo 3 2000 PCI for XP?  Any that are fully DX 8.1 workable?  That problem right there seems to mess up at least one game I have.  

the pc should work fine for the above stuff.as for dx8.1 xp drivers,latest SFFT driver should do ok.

OK then.  Thank you all very much for helping me with this.  Much appreciated.  If anyone else has any idea or tips, let me know.