Hi. only having 32 mb of ram isn't enough to run GNU XWindows. Using a shell environment is fine. It is relaly personal choice which version of Linux you go with. Majority of books talk about Red Hat. Debain is what I am using and this is because it is a work requirement. The biggest difference between distribution is the method they install applications. Debian will remove, update or install any packages that are dependent on the package that you are installing. If you are install package x and this package depends on package y, z and A. If package A isn't on the system, then Debian will automatically go out on to the net and grab them and install them. If y isn't required any more, then it will automaticlaly rmeove it and if Z is an older verison, then it will automatically upgrade the package. RPM can do simular functionality, but you have define switches to do the same. Debian has a very good application called aptitude that does this all for you and is a nice text base interface. Apt-get is the tool that you use to install and remove application. apt-cache is used to find applications and. The bigest ara that you will need to learn, is how to use linux. It is very different from windows and dos. Finally, Redhat and Debian are good environments. The choice comes down to what you already know and willing to know. Debain will install a very bar bone system. While RedHat by default installs a lot of applications that you never use. It is more difficult to remove these applications, if you don't know what you are doing. I am sure other members of this list can assist. Sean