Although a dual 2 GHz G5 would be very nice, you can run Mac OS X 10.2 just fine on your Beige G3. I am running Mac OS X 10.2 server on a PowerMac 7500 with a 300 MHz G3 just fine. It would run even better on a Beige G3 because it has a faster bus. I do have two recommendations: 1) Overclock your processor. A 266 MHz processor should overclock to 300 just fine. 2) Put more memory in your computer. I have 128 MB in my 7500, but I'm constantly using virtual memory. Mac OS X likes at least 256. One other thing: if you have any trouble installing Mac OS X, check out http://eshop.macsales.com/osxcenter/xpostfacto. XPostFacto is third party software that helps you install Mac OS X on older machines. Good luck!