The fan spins slow and is temp controlled. Feel the heatsink and it will only be a little warm. The P4 runs cool and doesn't need a big loud blower for a fan. If you used the stock heat transfer pad that is on the heatsink, it works ok, but you can improve things by removing it and using some heatsink grease instead. When I install retail P4's, I remove the pad and use standard heatsink compound from radio shack. If you haven't already seen it, check out a message I left for you in the video forum where you responded to someones question re: ATI. Your P4-2.4 and Win98 could have a conflict problem.