I use an Athlon 1.3Ghz on a FIC AZ11E motherboard with 1.25GB of SDRAM (two 512MB dimms and one 256MB dimm). I have a mobile harddrive bay installed in the PC. I have a 45GB drive formated NTFS running Win2K, and a 30GB hardrive running WinME. They both seem to work about the same speed, but Win2K is far more stable. I had a lot more trouble getting Win2k to work with my configuration then I did with WinME. My CD burner had to be updated, as well as my $20 dollar modem. I still cannot play some AVI's on my ATI Wonder that were recorded using the same, even though the TV tuner and video input works fine. I'd say go for Win2K, if your system is compliant.