Max 3.1 runs under Win 2K without a glitch. Darkness: You need to decide if you need two processors or one. If two, then you have to go with the Intel platform. However, I strenously advise against the 820/840 chipsets. If money is not a problem, I'd recomend something with ServerSetIII chipset. If money is a concern and you want a single cpu, then wait until socketed Athlons come out with on-die cache, which should take place in about two weeks if AMD doesn't delay.