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I believe you can go all the way up to system 7.5.5 or 7.6 (since it has a 68030). Nice looking machines. Click on my website to check out some cool little hacks you can do to it. If you want more speed and more memory (up to 128MB supported) find a SE/30 motherboard. It has 8 30pin simm slots and full 32bit data paths on the motherboard. If you look on pricewatch(search for "30pin simms") there is a place that sells refurb 4MB 30pin SIMMs for $3 a piece. Get 8 for $24 and you'll have 32MB. You also get a SE PDS slot for ethernet adapter if you want or external monitor. SO many options. If you are interested, ebay is a good place to start. 1 or 2GB SCSI HDDs are also dirt cheap now if you know where to look (hint: look in my news section for deals).