And windows ME is no better at handling memory that 98SE. Even with 1gig of ram on my machine ME could only play with about a quarter of it. I upped to XP pro and everything zips along, I can even do multiple hi-res figures with no hang ups. Also, in my ignorance, I put XP in on top of ME and everything loaded up okay (except the 16bit games don't play anymore, but I expected that). Jack