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I have only 35k of upper memory available, and I don't understand why.
I have an IBM Thinkpad A31 (2652 c4u) with 1GB RAM, Win98se Dos 7.
Running mem /c reports only 35k of upper memory is availabe, even though XMS shows my total RAM. Once that 35k fills up, drivers start filling conventional RAM up.
I started my PC experience in Dos 5, so I know about:
himem.sys
emm386 (I always used NOEMS)
dos=high,umb
devicehigh=xxx
and LH xxx in autoexecanybody have any ideas?

The amount of the 384kB of upper memory available to a X86 PC for Upper Memory Blocks is dependent on what is not claimed by the computer's BIOS. It varies a lot from computer to computer depending on how it was designed. Different computers I have provide as much as 190kB of free Upper Memory Blocks and as little as ~70kB. I admit 45kB is lower than I've ever seen, but it may be that the IBM A31 BIOS actually takes 339kB for "whatever".
Have you used any kind of utilities that will detect and describe what is using the Upper Memory while in a Real DOS mode? At the very least is MSD which is available on your Win98 CD, it doesn't provide a lot of info, but might give you some insight on what is using the Upper Memory area.

Have you run Memmaker? It might work better than manually configuring the extended memory. Check my #5 and subsequent posts here:
http://www.computing.net/answers/wi...
Since you're running in pure dos ignore the msconfig references.
You may want to post back your config.sys and autoexec.bat.

i hope i understood the original post wrong because those lines go into CONFIG.SYS:
device=\msdos\himem.sys
device=\msdos\emm386.exe auto ram noems
devicehigh=\tools\xxx
dos=high,umbmake sure the paths are correct. also, turn off usb features in the bios if it is not needed/usable in dos.

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