Ram under windows = Physical ram + virtual Ram.. so if ya got 1.5gb like me, a swap file of 500Mb takes you upto 2Gb total under windows.. Server is the Server edition of XP.. it allows you to goto 3GB per app on apps that are 'aware' as to running 64 on 32bit CPU's.. I've got a feeling it's a no go.. plus I've heard (not comfirmed - not got a 64bit system, (Donations to....), that 32bit programs run under 32bit emulation under 64, with, you've guessed it, the 2Gb limit....