I have a dell t500 with 386 megs of SDRAM/running win98/13.9 gig harddrive/32 meg viper ultra video card. After less than 2hrs on the internet and using real player g2/media player/vivo/quicktime to see video files, I contantly run out of upper memory. I have only 2 things in my tray and control alt delete everything i do not need on startup. I still get (out of mem) errors and need to shut down (sometimes using a cold boot because start/shutdown will not work-no memory). I bought a program advertised on zdet net called winram turbo which is suppose to optimize uppermemory due to progams not fully releasing their memeory (memory leaks). winram turbo is not working/helping. Willing to try anything!