To keep thing short -- your problems will cease when you upgrade to win2k. ME is just a glorified version of 98, you havent changed a thing other than your GUI graphics. I run win2k professional on all my workstations, but a few weeks back I had a problem and went back to win9x. Even though I have a powerhouse system Poser kept freezing when I tried to render complex, memory intensive scenes. As soon as I switched back to win2k everything went back to normal. Windows 2000 has much better memory management than the 9x operating systems because its NT based. Changing to Millennium wont solve a thing because it is just a slight update of the 98 kernel, which is an update of the 95 kernel. Soon the 9x OSes will cease to exist, as Microsoft plans to release XP and discontinue its 9x line. Windows XP is an NT based operating system, and is (in my opinion) just a graphically enhanced Windows 2000 with more built-in drivers and a few added features like integrated video editing.