64mb ram isn't really enough for X. My system uses on average 100 mb or so of RAM.
Also, if you're running it on a K6/2, don't install KDE/Gnome with all the eyecandy. Go for a more lightweight window manager like WindowMaker, Fluxbox or FVWM. If you really want KDE/GNOME do some simple things to save memory like disable visual effects, sounds, wallpaper, screensaver etc.
http://www.windowmaker.org/ http://www.fluxbox.org http://www.fvwm.org/
Also trim down the services you run.
Chances are RH installs by default Apache (web server) ssh, ftpd, and loads of other stuff. Go though the services (There will be some sort of GUI program I'm sure) and disable all the ones that you don't use. don't leave them enabled for the odd occasion you might want them, if you need them in future, its just one command to start them back up.
You should be able to get Linux running ok on such a machine, I've got a few k6/2 500's that run fine. (ok, so they're faster than yours, but its not that much of a difference)
Hope that helps