The way to make your move to Win2K as seamless as possible (keeping all current user accounts, permissions, shares, etc.) is through the migration path.
To do this, you need to keep a couple of things in mind:
1. Win2K Domain Controllers (DCs) cannot exist in an NT4 domain.
2. NT4 BDCs can exist in a Win2K mixed-mode domain.
3. To migrate, Win2K MUST be installed on the PDC first.
Given these three facts, you really have a couple of ways of going depending on what your ultimate goal is.
1. If you can can economically upgrade your PDC to meet minimum requirements for Win2K, this would be the easiest way to go. Start installation of Win2K. When the installation program detects that it is being installed on a PDC, it will automatically invoke installation of Active Directory (AD) (which is required on any Win2K DC). Once you have created your AD domain, and join your new Win2K server to the domain, you have a choice of whether to promote the new server to DC and transfer all DC roles to the new server (allowing you to retire your old PDC), or keeping your old PDC as the DC for Win2K and just tranferring the file-server roles to the new server. As an alternate, if one of your BDCs is more suitable for upgrade, promote it to PDC, and install Win2K.
2. You COULD go the route you ask in your #2 question, but that is the long way around and more work than you really need to do.
BTW, no matter which route you take, if possible, before doing anything take one of your BDCs off-line (unplug from the network) (make sure your force synchronization from the PDC first). This will give you a fall-back position should your Win2K installation go horribly wrong (of course that could NEVER happen).You could take this BDC and promote it to PDC and get your network operational fairly quickly if you run into problems.
Good Luck.