I use Win2k pro. I have an ATI 128 16mb video card, 160mb ram. I run Delta Force, Delta Force Land Warrior, MS Combat Flight Simulator and Nascar 3. They all work very well. Win2k utilizes memory better than Win98, which hogs and then will not let go. I also run a TV tuner from Happauge and it runs without a hitch. I am very pleased with Win2k as a gaming platform. I have played all of these games over the network too, without a problem. The only problems I have had is with Internet gaming. I have to manually open the ports in my router and firewall.