n/m found the answer
Vcache
Vcache is the Windows disk-caching virtual device driver. This is a very important part of Windows, as it provides excellent disk performance. Windows, however, limits vcache from it's total potential. The following tweak will keep Vcache from taking up all your RAM, and being resized all the time.
Here's how to improve it. Type 'sysedit' in your 'start' , 'run' dialog box and navigate to "System.ini". In the ini file, look for [vcache] and add the following:
MinFileCache= nnn
MaxFileCache= nnn
ChunkSize= nnn
(nnn represents a number, multiple of 2)
'MinFileCache' and 'MaxFileCache' should be the same ( about 25% of your RAM ) to avoid resizing. 'ChunkSize' should generally be '512', but you can omit that one. You should set MinFileCache and MaxFileCache to about 25% of your total RAM for best performance, i.e 8190 for 32Mb RAM, 16384 for 64Mb, 32768 for 128Mb...
These are sample settings from one of our PCs ( 256Mb RAM, Windows 98 )
[vcache]
MinFileCache=65536
MaxFileCache=65536
ChunkSize=512
Notes: Generally, the more RAM you have, the bigger vcache can be. Remember that the RAM used by vcache can't be used by applications. Also, Windows 98/98SE has better memory management than 95, so you might not notice much improvement using that tweak
probably ignore the 25% part and stick with 65536kb cache
arg, i think windows is still screwy.. after a while i supposedly don't have enuph memory and can't load programs. 512MB %@#