OK, I'm on a kt7-r 1.3ghz, 512 ram and a voodoo5 and in my q3 benchmarks, win2k ran just as fast as winme. The performance of win2k is only as good as the drivers for them. My 3dfx win2k drivers weren't totally complete and 3dfx originally made the v5 for win95/win98 so ofcourse, I lost a couple options and stuff when going to win2k. The sound blaster live card has been stuttering every now and then during mp3 playback in win2k, never did this in winme. I hear though, it has to do with the card. The only feature I miss from winMe is system restore. I didn't run any dos apps in winme so it was ok for me to upgrade to win2k. One thing that I love about win2k is the memory management, the #1 reason for me to switch from winme to win2k. Editing the system.ini in winme helped out a lot though.