I am running a 1Gig Socket A TBird on a MSI K7T Pro under Win2000 and it runs perfectly. I have ran Win98SE, WinME & Win2K on this system and Win2K seems to run the best. Get as much memory as you can, I am using 256MB PC133 Micron which works fine for my system which is completely loaded. You should have no problem with Win2K in your system.