I have fond memories of playing this back in the 90s. I still have the original CD lol. For those of you who can't figure out how to get DirectX 3D working in a 64 bit OS, here is what I have done that works. I edited the motoracer2.ini and changed Params= to KeepAvailableVram3800000000. Also added a number of other options after manualsettings= to -limitframerate60 -d3d -agp -KeepAvailableVram3800000000 -triplebuffer. Like I said this works and makes the game run smooth and look good. Also, about the soundtrack, yes GoG has changed the tunes, but luckily I still have the original tracks and changed them to WAV files and replaced GoGs. Happy racing. :-)