I run PS 6.1 on Win 2k Pro , and never have had any problems ..... how much ram you using , and what kind of Vid card ? when you UNinstalled PS 6 , did you also clean any remnants out of the registry , thereby forcing a "clean" REinstall? also , when you REinstalled Win 2k , did you do this as a clean install , or as another upgrade ? a good place to talk to some PS guru`s would be http://www.OzoneAsylum.com "Doc Ozones" forum, maybe they can help you out a little more .