Ya um there is a potential video problem on puters with more than 513 meg memory. i have the solution here saved. "Instant Message from rollmops: Hi Pete, here are my settings: go to the folder WINDOWSSYSTEM.INI,then to the point [vcache] and set the item MaxFileCache=512000 .Thats all! It seems to be a limitation,but the memory is fully recog- nized and usable.Before that it wasn`t possible the start Win 98 SE correctly(no graphic-card).I started to use these settings with an Athlon B 1100 ,now after an bios-update and an upgrade to an Athlon XP 1800+ it still works.My win 98 se is running for over a year now without any problems." I never had this problem rollmops had so I never used it. There is one other possible work around posted at Micronot about setting the pages that Explorer uses to 512. I never used that one also. It worked fine as is. Anyway it's a myth that Windoz will not run with more momory but then again I don't have Internet Exterminator worm installed along with it's very very long list of bugs. Like that part of win 98 might introduce some such bug with Useless Desktop feature that's built into most 98's. My point is look were we could be right here today if microdud instead of trying to innovate the competition into there operating system instead made there operating systems lean mean and fast as hell. Like windoz is only about 1 meg in size, everything else is useless bugs and bloat. Imagine how powerful and fast Y2K would be if it was under 2 megs and actually worked proplerly. You can hack windows 98 down to less than 10 megs and it will still work just fine. Mine here is about 60 megs with a few creature comforts like the better 98 task bar oh and things like Notepad and small programs like that. It flys. No BSOD's here. Oh and i insalled this version I'm using right now over 4 years ago, no upgrades, works just fine.