OK when most of you run Win2K you are probably logged in as an administrator. Well an administrative account uses a buttload of resources, so create a new "gamer" account and assign that account to the Power User group. A power user has more control than an average user, especially a gamer would need, but fewer administrative services load up in the background freeing up system resources for GAMES!!!!!!. In my situation I created a backup administrator account and simply changed the privelage level of my current account to power user. So far so good, I gained nearly 100 points in 3DMark2000, haven't run 2001 yet. But what the hell, its worth a try, so far I'm happy with the change.