defrag yes. if you're still having problems: 1) on some systems going back to 16 bit might help. reduce the minimum virtual memory to 32M(if min is set too high it can lock you up.) Do a google for memory managers. You might find one that works for you. (I used to use one called Ramgate from IMSI - It won't work for XP but it did wonders for W95.) 2) I dunno, depends. 3) seems to me that 3 is related to 1.