Karl said a mouthfull, and anybody who follows my threads knows I respect him but I use a Millenium II, and I had probs initially, for example, even tho the drivers are on win982e, setup couldn't find them, so I ventured to the matrox website and downloaded the files. When you go there, take the time to look at your video card, on the back or bottom surface of the card is a white sticker, maybe two, but the first thing on the sticker, which should be approximately 1" square, is the model code for the card. use that number and the search feature at their site to check if there are any patches, and to make sure that the drivers you are using are the correct ones. Again, until I went to their site and did this, I was not aware of a difference in the file info that win982e would have installed with the setup, and since I downloaded the drivers from the matrox site, I have had no probs. My profile doesn't mention it, but, as I'm sure several of us are, I geek toward a few games now and then also. On a post script, you might consider loading all your games on a second drive or at least second partition, to prevent interference with certain files windows uses, and yes, my games run better from my second hard drive than they did when I had everything on one HD. Karl, you finally missed something! You made reference to his 486 MB, but that was the OLD MB! <br><br>Mark