I also have a GTS (Creative) on a P3V4X and have found that for me anyway, the 522 drivers are excellent no problems of any kind. Also if you have not already done so open your X:\Sierra\half-life directory Rename your opengl32.dll to opengl32.000 or xxx ect, then copy your opengl32.dll from your system32 directory and place it in your X:\Sierra\half-life directory. Do the same with SOF if you have that game as well also UT unfortunately should be run in D3D on a GTS. Personally I have no problems using Opengl in W2K it runs flawlessly as a matter of fact IMHO I prefer it to Win98.