OK, It all started when I was installing a second HD in my PC which led to a bigger case, which then led to a new MOBO, new Processor, and DDR RAM. which leads to $$$$. Anyway here are my NEW system specs: MSI MOBO AMD 1700+ Processor Maxtor 80gb 5400rpm HD (Primary master) ATA 100 (Now FAT32) Maxtor 13.5gb 5400 rpm ATA 66 (secondary slave) (NTFS) Philips CD-R/RW (secondary master) 256mb DDR RAM 2100 When I attempt to convert the new 80gb drive to NTFS after rebooting it says I have insufficient memory and can't convert it. Isn't 256mb of DDR RAM enough to convert FAT32 to NTFS? Any ideas?