I just setup a old computer for UT GOTY also! That game is timeless, its just as fun today as it was 8 years ago when it was new. Mine is a Dell OptiPlex GX1 tower: 550mhz P3 cpu 384mb pc100 ram Intel BX motherboard with 5 PCI slots, onboard 3com 3c905b ethernet, ATI Rage Pro Turbo AGP2x 4mb video, and Crystal 4236b sound. 10gig hard disk PCI Sound Blaster Live 5.1 PCI Quantum3d Obsidion2 X-24 PCI 3com Performance Pro hardware modem I remember UT GOTY was originally optimized for Glide mode for 3dfx cards, so I dug out my vintage Quantum3d Obsidion2 X-24 card. Its a SLI 24mb vram double voodoo2 on a single PCI card that cost me 600 bucks back when it was new. Still works perfect. I was going to run Win95, but figured 98se has better stability even if its a bit slower. I installed 98se, loaded IE6sp1, and all the updates off the windowsupdate site. I also loaded the nusb33e update. I found an Intel BX chipset update driver on their site and ATI still has drivers for the rage pro turbo chips. SB Live is using the latest driver they offer on the web site, and for the voodoo2 I'm using the last driver for it released by Quantum3d. The guy that makes the updated opengl renderer for UT also did a faster Glide renderer! I'm running it now with no problems. UT GOTY runs fantastic on it, smooth frame rate in every level, even Hall Of Giants at 1024x768 res and 16bit color. How the heck did those voodoo2 cards go so **** fast using only a PCI slot ?? Has anybody setup a computer JUST for UT GOTY? whats the minimum OS I can put on it and the game still work? Would NT4 Workstation with minimal services possibly be faster for it than 98se or 95 ? What about a 98micro or 98lite stripped version ? I want to use this computer only for UT games over my home network, so I don't need the OS to do anything except whats needed for UT and the hardware drivers (I don't know if any require IE). If I do a stripped down version of the OS, I'll remove the modem, I don't actually need it in there. Thanks for any advice !