Be sure you're not running a virus checker in the background. That messes things up bigtime. It gets very suspicious when a program starts grabbing memory. As for memory managers all some of them do is mess with Windows own vcache settings. You can lower your vcache a bit yourself if you wish...that way windows won't hog all the memory for stuff you've closed but it thinks you might use later. I used one for a while and discovered I had more memory free without it. I don't remember where the vcache setting is, though, since I moved to XP a few months ago. Memory managers are for win9x only though. XP, NT, Win2K handle memory differently and don't need them. If you have a decent harddrive, defragging is IMHO a waste of time. Things are smooth for a day or two then it's back to business as usual. An occasional scandisk, however, is a good idea. Oh, another thing. Next time you reboot go into Safe mode. don't DO anything there, just boot into it. When everything settles down restart windows normally. This will clear up a lot of problems...rebuild the driver database and stuff like that. Windows thinks you've gone to Safe mode because you can't start windows, so it does everything in it's power to fix what it thinks might be wrong. It's actually a cure for a lot of ills. I had a very stable Win98 system on an old PII450 but I went into Safe mode about once a month whether I needed to or not. I don't know if that did it, but I rarely had problems with Poser or anything else. HTH Sylvia