LOW MEMORY LOADING COMMAND PROMPT, ETC!!

Made a new PC, AMD 1.2Tbird with 756Megs of Ram. Reformatted trying to correct DVD problem, now I have a Insufficient Memory issue trying to launch a command prompt, trying to execute the Win 98 2nd Edition Update CD-Rom, It states I dont have enough free conventioanl memory. WIN98 sees the memory, Bios sees all the memory, The Config & Autoexec seem ok, I even rem’d a Soundblaster line out to try to free conventional memory…. Any clues what is causing this is appreciated.
-Tom