Because of MS and their limit on how much RAM win98 uses. Win98 doesn't 'really' see any more than 96mb or physical ram (I can't remember the real number I'm sure someone will correct me). If you want to use more ram then you need to use NT, Win2k, or XP. Boils down to "reason is becuase of MS" only run poser, get the poser memory app from the CL site, close down all resources other than poser and you will get a bit more performance, but, upgrading your OS will take advantage of the RAM you have and you will get better performance.