FWIW, I think most of the compatibility issues with 2k have been resolved, unless they're old dos-based programs. I've been running 2k for a couple years now and everything runs fine, except for my old, old games (talking late 80s and early 90s here). :) An OS change would probably do the trick, but as is, those hi-res textures alone take up more than 256 megs of ram. Again, it would probably help, just because everything pre-2k is atrocious at memory management, but I'd consider resizing the textures first (provided that is the problem) since a change of OS may not be possible, and it can be a big undertaking backing everything up if you don't have a spare harddrive to dump everything on to (ALWAYS install a Micros~1 OS clean, never upgrade). And since the discussion has kind of turned this way, allow me to pass on a quote I heard earlier today, reportedly from download.com (which would be CNET, basically): "There's a theory that Microsoft released XP because Windows 2000 is too stable to be a continuing source of income." That's true as far I'm concerned. :) Down with XP!