a '30/50MHz is enough to run linux, i am not sure about disk space, there is something about it in the faq, but the limitation of X is aga, not the processor. you will be able to get somewhat acceptable X in 4 planes, but 8 planes is slower. get loads of ram, that will help (X uses at least 12MB i have heardd and if it begins to swap, it is very slow.) anyway, ram is cheap this days. Friendly, Sven LUTHER