Thank you all for your suggestions. I set the swap file to 320min 320max and I not getting any out of memory errors while on the internet...after rebooting and defragging the drive I opened system monitor back up and went to a page that had given me problems before...sure enough as soon as I hit the page my SWAPFILE SIZE stayed at 320megs but by SWAPPABLE MEMORY shot up from about 20megs to 320megs in a blink of an eye and then just topped out there. It stayed that way until I closed IExplorer. So like I said I'm still kind of stumped but your suggestions have helped. I'm also showing a pretty big chuck of allocated memory being used...right now it is showing about 140megs of RAM being allocated!! All I'm doing is running IExplorer...could there be a memory leak? I don't know people...please keep coming up with ideas. Thanks again for your help.

Not sure if anyone recommended the following, but give it a shot - Leave your swapfile definition as is and add the following line to your SYSTEM.INI - under the 386Enh section: ConservativeSwapfileUsage=1

i would also recommend the same as Ellis... ConservativeSwapfileUsage=1 reduces the usage of the swapfile if your system has at least 128 mer RAM b.t.w what is the webpage URL that causes problem? Regards Miro

Yeah, I'd be interested in the URL myself - It could be bothing more that a bad script embeded in the page.

Windows does some strange things with RAM, especially the Disk Cache. Check out the Microsoft Knowledge Base article Q253912. http://search.support.microsoft.com/ and put the article number in a search. This may answer some questions and/or provide some solutions. Also check out http://www.outertech.com/ for their freeware called CacheMan. I am still evaluating it, myself, but it seems to help on my office computer. J