I've said it before and I'll say it again - there's no reason for an OS3.9 setup to be more bloated than a 3.1 setup. You just have to tweak it a little, just like you do with 3.1 anyways. I run 3.9 on whatever I have, including Minimig where I really have to be carefull about what parts of OS3.9 I use, and revert to 3.5, 3.1 and aminet to fill in the gaps that are not 68000 compatible (like C:Makedir - what on earth could be 020+ optimized in C:Makedir?)