Ugh, this is very frustrating; every time I try to load a game it crashes and says: UT2004 Build UT2004_Build_[2004-02-10_03.01] OS: Windows 2000 5.0 (Build: 2195) CPU: AuthenticAMD PentiumPro-class processor @ 2109 MHz with 511MB RAM Video: NVIDIA GeForce FX 5500 (6085) Ran out of virtual memory. To prevent this condition, you must free up more space on your primary hard disk. History: FMallocWindows::Malloc <- FMallocWindows::Realloc <- 00000000 -23 FArray <- FArray::Realloc <- -23*1 <- TArray<< <- TArray<< <- UStaticMeshInstance::Serialize <- LoadObject <- (StaticMeshInstance ONS-Torlan.StaticMeshInstance128 3095543==3095543/8323004 3095241 400) <- ULinkerLoad::Preload <- PreLoadObjects <- UObject::EndLoad <- UObject::StaticLoadObject <- (Engine.Level None.MyLevel ONS-Torlan) <- LoadLevel <- UGameEngine::LoadMap <- LocalMapURL <- UGameEngine::Browse <- ClientTravel <- UGameEngine::Tick <- UpdateWorld <- MainLoop I have 512MB of ram and 40GB of free space. I upped the page file to 4 Gigs. And it still does it! What more does it want!? Thanks! Symbios

What other stuff do you have running in the background?? Maybe startup has too many things loading. I have Win XP pro and 512mb ram. I installed a utility called winbar which shows me system info on the windows desktop and I have 265mb of ram left at idle (when windows has just started up) I only have Panda Platinum Internet Security, a wireless network connection and a mouse/keyboard utility suite loading at startup. So it could be that there are loads of things running in the background using up the memory..

Hmm, your right, I'm low on memory. While running UT I only had 96MB left! Ouch, what a memory hog that game is! Then I closed all the programs I could, that gave me 126MB while UT was running. Now all the maps will load except AS-Convoy and ONS-Torlan I think I'm gonna have to get another 512 stick. Thanks! Symbios