I am using Nikonscan 3.0 with my LS2000. I was doubtful as to whether it would work with Win98 not SE, but it does, apparently flawlessly touch wood (apart from same bugs/problems others have noted). So it seems the only reason Nikon "require" Win98SE is for the firewire connection. Ver 3.0 is a great improvement in many ways on 2.5.1, once you get used to the initially annoying tool palette. As someone else noted, no more blown highlights, and the histogram is much more accurate at the low end - where I had constant problems with 2.5.1. One interesting point - on mine at least the ver 3 ICE produces much more softening than the ver 2 ICE did. I don't know why this would be so. Using sharpen helps significantly. I haven't seen jaggies yet, but I haven't looked hard yet either. If I activate "curves" the whole thing slows down greatly, which it did not do under the old version. Another small mystery. Julian Julian Robinson in usually sunny, smog free Canberra, Australia