2k of course. gdogg had managed to get xp's memory usage down to 51.6Mb last time I looked. I however, have got 2k down to around 25Mb memory usage and my system32 folder is currently 37.2Mb. I've tested every single file in system32 and I only have left in there the files which are required for windows to boot with no errors. Of course, I'll need to add a few files back again for the functionality I need. For example, I'll have to put VDMDBG.DLL back again so I can run Taskmgr.exe (then I'll be able to see how much memory usage I'm really using). But there are still improvements to be made like giving minlogon a try. I assume minlogon will let me remove a few more dll files? I hope somebody knows which ones, otherwise I've got 84 DLL files to test. Although thinking about it, a lot of those files couldn't be deleted while windows is running. Maybe if I went through each file in safe mode, I could reduce it even more. Then theres all the registry pruning to be done.