How many programs do u have open when this happens?What "couple things" did u install? Did u install SP 2.0 RC3 [before or after 98SE2ME]? Did u install 98SE2ME [before or after SP 2.0 RC3]? U may need to (re)install SP 2.0 RC3 and only after that install 98SE2ME. I don't think WinME DLLs installed by 98SE2ME created this problem, I'm using them for more than 4 years, and never had a memory leak like yours. SP 2.0 [all editions] modifies your system.ini [found in %windir%] and adds a couple of lines: [vcache] MaxFileCache=524288 to make Win98SE compatible with computers with 768 MB or more RAM installed. You may want to remove [remark with a semicolon ( ; )] this line, and then reboot, see if your problem goes away. This setting is handled by VCACHE.VXD which by default is contained into VMM32.VXD, but 98SE2ME replaces it with the newer WinME version of VCACHE.VXD into %windir%\SYSTEM\VMM32 , which overrides the ones from within VMM32.VXD. Try to rename the VCACHE.VXD WinME file [if u intalled 98SE2ME] to let the 1 from within VM32.VXD take over, and then reboot, see if that fixes your problem. Also: make sure your programs are the most current versions and they have latest patches/updates installed. Poorly written programs *can* attract memory leaks. Try to close all programs except DDHELP.EXE, EXPLORER.EXE, KERNEL32.DLL, MSGSRV32.EXE, MPREXE.EXE + MMTASK.TSK. To do this, 1 of the best tools is CoolKill [freeware]: http://www.prowebsitemanagement.com/downloads/coolkill.zip Install it and then right-click on its Taskbar tray icon [skull] to see the entire list of open programs/processes/TSRs/services. Select a particular program to close it, then repeat with others (if any). If u don't like CoolKill, the built-in 3 fingers "salute" [Alt+Ctrl+Del] does the trick too. Then u can use the built-in 98SE Resource Monitor [RSRCMTR.EXE] found in %windir% to display memory resources. Other things u can try: See this excellent guide maintained by a buddy of mine [MS MVP]: http://www.aumha.org/win4/a/memmgmt.php More info here: http://www.mdgx.com/newtip1.htm#THRASH More stuff: http://www.adriansrojakpot.com/Speed_Demon...mization_01.htm <{POST_SNAPBACK}> I'm beginning to wonder if I caught some kind of virus or nasty spyware. I'm going to do some cleaning for a while. This problem is definitely pronouced and noticeable as of last night. When I installed the latest 98SE2ME it made no difference whatsoever. I started with a pristine system last weekend and haven't installed much other than a few things I routinely use (WinMX, PeerGuardian, Siren Jukebox, Tugzip) but what I did install was running perfectly for several days with no problem. The problem started yesterday when my system started crashing and getting out of memory errors. I've been running somewhat unprotected, but haven't been foolish about going to bad sites or anything.