I have Memory Turbo fo rmy memory manager and it works great, Rambooster is pretty good too for a free app. Explorer and Systray are all you need to have Windows running. A couple of other things I would mention to speed up Window 98SE are>> Right click on my computer and go to properties: go to performance, and then click the file system button, this should be set to Network Server, it uses the cache better. Set your Virtual Memory to 2-2.5 times the amount of ram you have. Don't have a bunch of quicklaunch icons on your taskbar, this eats up cpu usage. No wallpaper. No screensaver, just go to black after 20 minutes or so. Disable startup items, by going to Run, and typing msconfig and going to the startup tab, you can stop things from loading at startup there. Thanks for the tests Brycetech, everything helps, and it looks like you might be onto something. kaom