Out of curiosity, I recently performed a simple experiment on a Windows 98 SE system (266 MHz Pentium II, 64 MB of RAM). I tried three different shells and measured the amount of free RAM available right after booting. I ran no other programs other than the one to measure the free RAM. Results: Shell __________ Free RAM explorer.exe - 19,973,461 bytes blackbox.exe - 24,462,677 bytes liteshell.exe -- 25,888,085 bytes progman.exe - 33,464,320 bytes Note: The program blackbox.exe is from an installation of bblean that I had on the computer. Based on those results, I think that using progman.exe as the shell could be useful for situations in which one needs to install Windows on older computers that don't have much RAM. I am also thinking about using it myself for when I need to run Windows inside QEMU or VirtualBox to access a few Windows-specific programs. Although Progman is rather spartan compared to Explorer, I don't see that as a big problem if I normally only need to use a few Windows programs. Phil EDIT: Added liteshell.exe and updated all results to an average of three readings rather than just a single reading.