Hi Staddly. Ive never tried this with Windows 2k, but I suggest you just give it a try. Just put the motherboard in with the old bits. I suggest that you initially leave out most of the peripherals such as the modem, and see what error messages you get. You may be pleasantly surprised. With Windows 98se , after ignoring the error messages, I managed to just reinstall Windows over itself, and then the motherboard drivers and all was ok (make sure you disable any antivirus first as it will object to the installer trying to write to the boot sector). As long as you've backed up all your important files you have nothing to lose.