HHMM. Interesting. I seem to recall something about a memory limitation in Win9X, but I always thought that external programs would be able to map to it. I have MemTurbo running & u can definately see the ram being used. I found a little progy called X-Setup. It is kind of like Tweak UI but much better. Has about 300 plugins to change all kinds of system & security settings. One of the plugins says it will allow windows to access memory beyond it's normal range. I think I'll give it a try & see what happens. Anyone know what the standard limit is for Win9x? Thanks for all the replys.