if you have the space, i would keep the page file the size you had it originally. i have 448megs of ram like you, and set my page file to 200 megs. win2k will always page your disk, no matter how much ram you have, and especially if you multitask a lot. when i would run a ftp server, play mp3's, and burn at 8x on the same hard disk with the page file, the size of the page file relative to the overall speed of my system made a huge difference. the huge page file makes it easier on the hard disk, since consecutive sectors on the disk are not likely to be free for writing information to. think of your page file as a huge hash table, the more you allocate, the less of a chance there will be a collision. when i went to a 700 meg page file, my overall system performance when performing the tasks above was just like i was doing none of the above. everything was smooth, and i'm guessing this is because there are more consecutive sectors in the page file free, making it easier on the hard disk since it can just keep the write head in the same place, whereas on a smaller page file where there's less of a chance of consecutive sectors, it would have to split the file into several areas of the page file. this results in more reads and writes on the hard disk's part, so you maybe be surprised by what a large pagefile can do for you. more seeks, reads, and writes result in lower performance.