As long as your board supports AGP 2X, I think it should be fine. But the larger concern here isn't so much whether or not it will work, its will you see any real benefit from it? You said you have a P2-99 CPU, did you mean P2-266? There were no P2-99 CPUs. In any case, ANY P2 will seriously bottleneck a modern video card ,so you really wouldn't get the full benefit of the new card. I'm running an ancient Radeon 32MB DDR and even it was seriously bottlenecked by my old PII-350. When I upgraded CPUs, the framerates in all the games I play went up by about 3x, so think what an old CPU would do to a faster video card! Fact is, your next upgrade should be CPU/motherboard/RAM before a new video card. You can get setup with a motherboard/XP 1600+/256MB PC2100 DDR RAM for less than $200, which is dirt cheap for a mobo/CPU/RAM combo. This will give you a huge boost accross the board (including video games), then you can start saving for a new video card. Speaking of video cards, when you DO get one, do NOT get a gF4 MX. All the gF4 MX card are is souped up gF2s. Nothing more. For a few dollars more ($72 at newegg), you can get a 64MB Radeon 8500LE that will leave a gF4 MX choking in the dust. Also, don't fall for all the AGP8X hype. AGP8X provides VERY little if ANY actual performance gain in video games. Fact is, we aren't even saturating the AGP4X bus yet.