I have an A2000 (See signature for details) and have used 3.9 on mine. It works fine, but isn't really fast. You might try one of the ClassicWB versions like ADVSP. I have used them all, and they are great, all the software you need is already on there. I have tried them all. On my machine, the 68K version is like lightning, but lacks some of the features of the higher versions. I think ADVSP would be OK for you. I would add some more fast ram.