The more RAM you have the more WIN2k will take up.
Example:
If you have 128MB of RAM, win2k will take about 25-30 just for the OS.
If you have 256MB of RAM, win2k will take about 100MB of RAM.
The more RAM you have, the more RAM win2k will take, the better Win2k will perform. If you have 512MB of RAM, win2k will probably take 200MB.
Remember, Windows is always GUI. You can't get around that.