to stoney54: im on a athlon 1Ghz with 380 mb ram and had the same prob!what helped me: first defrag the disc where your swapfile is , than I set the swapfile size min and max both to 500 mb manually.that helped me!I have win98 first edition on my computer.sorry , cant explain how to do it, because Im german and dont know every single menuepoint in english!!