I did a search and found one other post pertaining to this problem. Not sure what really needs to be done though. My PC is old. There's no denying that. It's a 500MHz Pentium III. I upgraded the RAM 6 months or so ago to 512MB. I also upgraded Windows98 to XP. A friend of mine at the sametime hooked up a second hard drive (Seagate Barracude 20GB) that I use a slave drive for all of my .mp3s. Everything has been fine up until a month or so ago. Now, I keep getting this windows is low on memory and blah blah blah. It seems I can barely have two windows open at a time before they begin closing for no apparant reason at all. My main hard drive that has all of my software installed including XP is hardly used at all. It's another 20GB hard drive with 17GB of free space. To make matter worse, I'm a dial-up connection. But when I first got everything upgraded... things were actually pretty good. But right now, it just sucks. I'm frustrated more than anything. I can't afford a new PC but at this rate, I may not have a choice. I really only use my PC for the Internet, e-mail, and uploading / downloading music from my portable .mp3 player. What could have gone wrong in a span of six months? I keep my Norton's Antivirus program updated when updates are available. I checked the second RAM ship that was installed two days. It appears to still be locked into place. I went into my control panel and the system is still recognizing and showing 512MB. I know I could certainly be doing a lot more than simply having two windows open at a time. Ex: I'm listening to music via Windows Media Player and using the Internet via one window with Internet Explorer. If I attempt to open a second window, it attempts to load and then closes. *sigh* Any ideas? Scott.