For anyone who has had the following problem, I was about to post it but then I noticed that the program installed fine after downloading another version of the file - perhaps someone might know whether the problem may have been that the original download was corrupted? I spent a long time trying to solve the problem! I had been trying to update Winamp by installing Winamp 5.111 (using the setup file - http://download.nullsoft.com/winamp/client/winamp5111_full_emusic-7plus.exe 5.940 MB) over Winamp 5.1, I see what appears to be a MS-DOS window (with no characters in it) followed by a pop-up message: "This program requires more conventional memory. Unload drivers or memory-resident programs that use conventional memory, or increase the value for Minimum Conventional Memory in the program's memory properties sheet" I haven't knowingly modified any CONFIG.SYS or AUTOEXEC.BAT files, etc. since I reinstalled Windows ME a few months ago and didn't have problem installing the earlier Winamp 5.1. When I got this message, I had been running RAM Idle (memory optimiser), AVAST antivirus (with residential scanner tried both on and off), Zone Alarm (and now Sygate Personal firewall instead, but same problem happens), CiDial dialler. Even when trying to install with none of these applications running in the background or when trying to install in safe mode (perhaps that might help to avoid drivers taking up 'conventional memory') the same message appears. As for which drivers I am using, notably: 32MB Nvidia GeForce2 MX with TV Out CD-ROM LITE-ON LTR-48125S Searching on the internet, it is suggested to see how much conventional memory I have by running "mem /c", which yields: Modules using memory below 1 MB: Name Total Conventional Upper Memory ------ MSDOS 54,528 (53K) 54,528 (53K) 0 (0K) VMM32 2,816 (3K) 2,816 (3K) 0 (0K) Free 597,760 (584K) 597,760 (584K) 0 (0K) Memory Summary: Type of Memory Total Used Free -- Conventional 655,360 57,600 597,760 Upper 0 0 0 Reserved 0 0 0 Extended (XMS) 67,107,840 ? 132,481,024 -- Total memory 67,763,200 ? 133,078,784 Total under 1 MB 655,360 57,600 597,760 Largest executable program size 597,744 (584K) Largest free upper memory block 0 (0K) MS-DOS is resident in the high memory area." I had even tried to increase conventional memory by modifying CONFIG.SYS on a startup diskette (instead of modifying the CONFIG.SYS on the harddrive, which gets whiped on shutdown with Windows ME, I have read) using lines with a memory maximiser called UMPCI.SYS, but I couldn't get the PC to start properly that way. All sorted by downloading the setup file afresh and launching that!