Gosh I can't quite point a finger on the problem, but I just think it's my windows that's handling my 128MB of RAM horribly. I never had this problem till this new computer. I'll usually be running on about 30% resources but than occassionally It will just go down and down and hit a point where I can't open anything anymore. In fact right now I don't have enough resources to open my system properties to see the resources, and the last time I checked it was at 11%. It's so crazy b/c even after I close everything from ctrl+alt+del, the resources still remain so dangerously low... and I never have a lot open in the first place! I don't even play any games... I'll have a few IE browser windows open w/ scour exchange and my USB radio program in the background and that's it! If I want to open anything else I get resource errors, it's crazy! And I thought 128MBs was sufficient for just about anything... well It used to be until my blazing fast new computer. You think I wouldn't have a problem with a new installation of windows, but apparently not. If I don't get this fixed I might have to get another 128MB stick... but I would hate to do that b/c my CUSL2 might be difficult since I hear it's finicky with 2 sticks of RAM.