Sorry for my delayed response. I did finally manage to get into Win98. The settings that worked are MaxPhysPage=40000 and MaxFileCache=64000. The strange thing is I had tried REM MaxFileCache=65535 and that hadn't worked. Also the first time I tried these settings it didn't, then I ran a step by step confirmation and it booted! And I know I had all of the options checked (config, autoexc, etc) in msconfig for boot. Also it boots fine every time now. The only problem I am having is occasionally getting a out of memory error. For example Winclam has this problem when trying to do a update or scan. I haven't tried ConservativeSwapfileUsage=1 yet though. soporific, I am well aware that there is not any point to having 1.5 gig on a windows 98 machine. I upgraded the memory for windows 2000 applications NOT for windows 98. As I said before this is a dual boot machine and while windows 2000 worked fine, I was having difficulty getting windows 98 to work. And while it is working I can see that I still need to tweek a bit more due to the occasional low memory errors in certain applications.