It took THAT much Virtual Memory to run graphics in 2K??? Wow, that setup is similar to my favorite toy. (Athlon 1.3, currently on 512 RAM, 60 G HD)I like to play with a 3D graphics program when I have the time. Recently I heard of the possibility of increasing the minimum page file size to match the maximum. With the maximum set to 2.5 times the amount of physical memory. The real culprit may have been DYNAMIC paging in Win 2K. Changing the file size constantly with the memory flow is what slows things down. I only set mine that way the other day and havent tested the theory, but it's worth a try.