Out of Memory message

Go to start and click on run. Type MSCONFIG and click ok. Click on the startup tab and uncheck whatever is not needed in the list. Reboot and see if that helps.

later
mark

What Mark is telling you, is that he suspects that you have too many programs that load at startup, and they are using up to many resources.

This is the first thing to check.
Every icon in the system tray (right hand side of the taskbar) uses some resources all the time.
It is a good idea to disable EVERY one that you do not NEED.

Next, try running AdAware from www.lavasoft.de
This program searches out and removes programs that advertisers place on your PC to track how you use it.

Next, consider increasing the amount of installed RAM.
For W98, I recommend between 196MB, and 384MB.
There is a bug that can cause problems if you install more than 511MB of RAM.

Another resource hog is on-board video.
If your PC has on-board video, it uses some of your RAM for the video RAM.
Installing a seperate video card can make for a big boost in performance.

Chas

It is starting to sound like you may need to wipe the drive, and start over.

First, is this a moved installation from an older system?
Or was this a fresh install of W98 after the PIII was assembled?
If a moved installation, the problem may be driver file remnants from the old PC.
You can search the system files (config.sys, autoexec.bat, win.ini, system.ini) and registry for calls to non-existant hardware.

You might also want to run System File Checker (SFC) and see if you have any corrupt or old version files installed.

2 years is about the maximum 'functional' life for a W9X install.
With registry bloat, and misselaneous file updates from software installs, Windows can just loose track of what's going on.
A fresh install always boosts Windows performance.

Chas