Actually, per Creative Labs tech support, the Liveware3 is NOT 100% compatible with WinME, and they intend to do a release that is fully compatible very soon. I havent tried them, but Gateway has just published unified WDM drivers for the Creative Labs SB Live, supposed to work on 2000/9x/ME, you might want to look into them. http://www.gateway.com/support/product/drivers/sound/6001128a.shtml