Hmmm. One option you may want to try before you face the upgrade monster. There's a nice little freeware proggie out there called Cacheman. It plunks an icon in your taskbar, and runs in the background. What it does is cull through your system RAM and clear it of files that are no longer being accessed. You have full control over how often it does this, can manually start a sweep, and so on. A lot of programs don't clean up after themselves, and neither does Windows (probably the worst offender of the lot. Wonder if you could get them for littering, considering all the dll's that get scattered?.