Here's the deal: Windows 98 will recognize as much as you give it, for the most part. It will only use 256 megs per application, though. Therefore, the thought that adding more than 256 megs is a waste is untrue; Windows 98 will USE it just not for more than one app at a time. However, this rule does NOT apply to virtual memory. The best thing you can do, if you are still using Windows 98 for some sick reason ;-) is to set your virtual memory up in a more robust fashion. To do that, I recommend doing as much of the following as possible: 1) Set your virtual memory to a static size. Make it one size, rather than letting windows manage it. A good starting point, when in doubt, for a static paging size is 3 times your RAM. Defrag your hard drive BEFORE you do this, and empty all temp files and temporary internet files, etc, first. This will let the paging file reside as close as possible to the inner tracks, and also let it exist in a more sequential fashion. 2) If you have the luxury of more than one physical hard drive, put your paging file on a different hard drive than your OS. This only works if the hard drives are physically different (i.e., if you have two partitions on one drive don't bother). This step alone will make a huge difference in application performance, as you effectively limit the amount of data going back and forth on one pipe. 3) Get rid of any stupid utilities you don't absolutely need. The more Gator, file sharing, weatherbug, blah, blah, blah-style apps you have running the more you choke the system.....not to mention you are contributing to spyware and spam problems.... 4)Get a newer and better OS ;-) Good luck! Hope this helps.