I am responsible for a Win Server 2003 fileserver. Its a small company with just 3 XP Pro client PCs. Recently I was out of touch for a day when the Server locked up with a reported Virtual Memory problem. Folks couldn't access their files for a whole day. The people at Dell sold the server without an external backup unit, so I 've been making backups to the client computers. But, there's no real transition there if the server goes down. From what I understand, DFS sounds nice but it won't be of any benefit cause I've only got one server to work with. I was hoping that I could find a way to replicate the files on the server's fileshare to 1 or preferably all 3 clients. When the server goes down I would want the clients to be able to work in a workgroup arrangement with the files replicated on to one of the clients. A simple read/write shared folder. Is it possible to react to a downed server in this way? Is there anything similar available? Am I overlooking any considerations here?