Is your Hard drive low on disk space Joe? This would cause your exact problem. Or as Mightypete pointed out It could be the windoze swap file. If your machine was running completely ok before, and has sudenly done this, then I'd look to the hard drive.. Maybe its busy doing something else? If its not that, then try shutting down all other applications with CTRL ALT DEL.. If your running 95, 98 or ME you can disable everything EXCEPT Systray and Explorer. If its XP shut down everything that has your username next to it (with the exeption of taskmgr.exe - because thats what your using to stop the others :)) If none of these seem to be the case message me, and I'll help you further. Kutter