No thoughts on the Aureal Card, but i've had some small problems with the SoundBlaster, but i've heard there are new drivers available that fix any problems with Win2K. You will absolutely NEED to have 256MB memory...trust me on this one, i'm running my home computer with 256 and my work computer with 320 and you CAN tell the difference. It's a little laggy with less memory. As far as game compatibility, go to NTcompatible.com to figure out whether your games will work with 2000. I have had some minor crashes in 2000 running certain games. You might even look into dual-booting with Win98 or ME. What doesn't work on one is bound to work on the other!