I have encountered similar situation couple times. I had two computers that had this problem, one had 128MB and one had 64MB of ram. Both of these machine will give me that message when I run something that doesn't require a lot of memory. Sometimes, it'll be AIM or ICQ, and as many of you know, these obviously didn't require a lot of memory. The first thing I thought was probably I need more memory, but w/ 128MB of ram I thought that was plenty. So, I did a bunch of things to try to figure out what it was, such as running tools to figure out what programs are taking how much memory. None seems to explain why. I came about to the reason when I accidentally put in a floppy that I have copied into my roommate's computer and a message popped up w/ a virus warning. A stealth_boot.c virus. For some reason, my virus scan didn't detect it. I guess it was out of date. I borrowed the newest copy of a virus scan, and lo and behold, the virus was found in my master boot record. I checked mcafee's website to find out what kind of damage this virus does. From what I remember, this virus doesn't do extensive damage. But it eats up memory in computers. That was the source of my problem. I have since gotten rid of it, and have not encountered this error message for some time now. It doesn't hurt to check if it's a virus. What you might want to make sure is that your emergency disks are read only when you check for it, because this virus corrupts any boot records as soon you read or write to it. Hope this helps. 🙂