Well, maybe in a few months time Win XP will solve all our problems... Have you ever considered taking out one of the RAM modules, and run your system with 'only' one Gig? I think 98/98SE/ME CAN handle that amount of memory and it sure knows how to deal with AGP/openGL cards. I know you probably want to keep all the RAM, but that seems to be the main problem at this moment. Maybe try it until Win XP becomes available? You would at least be able te run a decent OS on what is still a 'killer machine'. I'm using a system with only 640Mb, and it does everything I want it to do, without any memory problems. I know it's a big step, but just think it over...