Dear Listers, I just posted this, but fogot to add that I just upgraded from Win98se. I have 320MB of ram and a 40GB Hard drive with 14GB used and am running a AMD 400 MHz. I already went into MSconfig and unchecked some stuff. I just upgraded to WinME and am having resource problems. I'm using the Microsoft Office Toolbar. Does that use a lot of resources? Should I just move everything to my desktop, or better, to the Quick Launch Bar? I have a lot of room on my hard drive. Also, does WinME use more memory? I'm using MaxMem. Does that really work or just use up resources? Thanks. Diane Kroeckel PCSOFT maintains many useful files for download visit our download web page at: http://freepctech.com/downloads.shtml PCSOFT maintains many useful files for download visit our download web page at: http://freepctech.com/downloads.shtml