Hi fredie - check what your virtual memory [pagefile] is set at. It should be about 1.5 times your physical memory, in your case 256mb + 128mb = 384mb. You can check what it is with right click my computer > properties > advanced and you should get a display that will tell you what it's set at. You should also have applications ticked, rather than background. W2K will tell you what size it should be. Click the change button the display should say minimum allowed nn, recommended nn, currently allocated nn. This is also where you can change it.