If you need to upgrade anything it would probably be the graphic card - but I have an Nvidia GeForceFX 5700LE and I am running the game just fine (at adjusted settings). I'd rather run a game at lower settings than spend bucks upgrading my rig just to play a game. I played Doom 3, Quake 4, FEAR, Area 51, Gothic 1 and 2, Morrowind, Oblivion and many others all on this same system acceptably well (with some tweaking in some of the games). My specs; -Athlon XP 2400+ @ 2.0 GHZ -All EIDE drives - no "special" drives to mention, no SATA or anything over the top that really doesn't add much to your performance anyway. -1 Gig DDR-SDRAM -Nvidia GeForceFX 5700LE w/126 DDR-SDRAM - I also have a similar system, but with a Radeon 9600, and I could play all of the above (Oblivion not tested) just a well.