I've 384MB of memory installed on my system and I'm running WinXP. Recently, after using director 8 and adobe photoshop 6 for an hour or so, a windows warning box pop up showing me my memory was low. I checked my memory usage using task manager and there was more than 128MB of memory left. So, what is going on? I can open up more than 12 IEs and have my memory level as low as 40mb, windows won't complains about memory low but it happens when I'm running director 8 and photoshop 6 with memory level as low as 128MB. I checked my memory using memtest and my memory is OK. everything is good except this memory low problem. I set my memory usage setting (system properties\advanced\performance\advanced) to PROGRAM, is it going to solve my problem if I set it to SYSTEM CACHE? My virtual memory is 256-768 on my winxp partition. I heard that there is a registry tweak which will force windows to use all my physical memory before using the virtual memory, is that going to help me to solve this problem? thanks