Oh, don't get me wrong.. I used to not OC anything, but now I don't mind doing it on some of my machines; still, over-clocking is the first thing I disable when encountering a problem. As for the Win2K aspect, I doubt that the OS is the problem, as that(Win2K) is what most of my oc'd dual-cpu boxes are running w/o any issues in fact, one of my boxes is a Dual P3-700@966 with a 32meg TNT2 card in it and Win2K Professional installed - no problems encountered.