Jim Barber wrote: clean install of win98, after the files are copied to the hard drive and windows tries to start for the first time I get the following error message... > > Insufficient memory to initialize Windows. Quit one or more memory resident programs or remove unnecesary utilities in config.sys and autoexec.bat and restart your computer. You may want to try this little fix or "Work Around" that Microsoft recommends in their Knowledge base which is covered in article Q184447 which states, If your computer has 1 gigabyte (GB) or more of random-access memory (RAM) installed, Windows may not start. Also, when you try to start your computer, you may receive the following error message: Insufficient memory to initialize Windows. Quit one or more memory-resident programs or remove unnecessary utilities from your CONFIG.SYS and AUTOEXEC.BAT files, and restart your computer. This behavior may also occur during Windows Setup, or when you try to start Windows for the first time. RESOLUTION To work around this issue, add the following line to the [386enh] section of the System.ini file: MaxPhysPage=30000 This limits the amount of physical RAM that Windows can access to 768 MB. To do so, use the following steps: 1.Use any text editor (such as Notepad) to edit the System.ini file. 2.Add the following line in the [386Enh] section of the file MaxPhysPage=30000 3.Save the file, and then restart your computer. Sincerely, Frank Suszka netTek Computers [log in to unmask] The NOSPIN Group Promotions is now offering special "Free-After-Rebate" Software specials in conjunction with Beyond.com. We have new offers all the time!!! http://nospin.com/promotions