Hi...Ran into this myself with the newer models and high res textures and fought it tooth and nail. Similar system specs, too...(750 p3, 512 megs)I found the easiest fix was to upgrade to Win ME , as it manages memory better (so I was told). It worked well from then on..If you can find a copy of ME on the cheap, it's worth it. 2K may be more trouble than it's worth in terms of compatibilty with your 98 programs. Give that a shot... BT