You need a good 5-7 gigs FREE temp space. People forget about that. Without it your computer will run extremely poorly doing really big files, no matter what size RAM you have. Also ME stinks in my opinion- you should be running 98SE, and Win 2K is much better if you are serious about this business... Frankly, due to relatively low prices these days, I am eying the Dual P4's running Win 2K with SCSI DVD-RAM (9 Gigs per disk) cartridges...