Have you tried liteshell? it's the smallest shell i have ever seen. I've used it on win9x machine with less than 32mb and it works great! http://www.labyrinth.net.au/~mosses/rob/liteshell.html check it out, you might like it. Here is a quick description from the author "LiteShell is a replacement shell for Windows. LiteShell is a minimalist's shell - no screen space is occupied by the shell. When you right-click on the desktop or press a hotkey, a menu provides access to your programs, documents, tasks and anything else you wish. LiteShell provides support for "hotkeys" - key combinations that, when pressed, can perform actions such as running programs. Any system capable of running Windows 95, 98, ME, NT, 2000 or XP is able to run LiteShell. LiteShell requires less than 500kb of disk space and will run on systems with 4mb RAM (and possibly even less)."