Are any of you running Windows 2000, or is the problem isolated to the Win9X and WinME crowd? As MoonShade stated Win2K will probably fix most of these problems. The Win9X family really stinks at memory useage and releasing memory, Win2K is extremely more reliable and stable. I work as a computer tech, and every office I go into has problems with large programs and Win9X, almost always these problems go away when we switch to Win2K. These are mostly CAD Engineering situations, but the principle should be the same.