What do you hope Os 3.9 will give you on the A1200 that you don't already have? IMHO the only improvements worth bothering with are support for hard drives, a TCP stack and built in CD-ROM support. The eye candy ie glowicons is just that: eye candy. OS 3.9 will use more ram, icons will take longer to draw so windows will open slower, you'll have to put up with a longer boot time, and nothing of note really NEEDS OS 3.9 to run. If you want a WHDLoad machine than classic WB has all the functionality and speed that your A1200 need, IMHO. I have an 68060 in my A1200 with 32 MB ram and I could stick OS 3.9 on it, but Classic WB has everything I need. And its FAST.