Number 1 son has an old 486 running win3.1 with an 18 MB hard drive and 20 MB of RAM. He wants to get onto Juno, and I found an old Juno disk that claims it will run on 3.1. When he tries to run Juno.exe he gets an error message that says "insufficient memory to run this program". If I exit to DOS and do the mem command, it tells me he has about 18.5 MB free; however, if I check it under windows in a DOS window, it says he only has 1.5 MB free. The mem command also indicates he should be able to run a 500kb program and Juno.exe is only slightly over 300. It seems impossible that windows 3.1 alone could be eating up 18.5 of his 20 MB, particularly when his startup group is empty and he is therefore running nothing in the background. Since going to win9x, I've forgotten most of what I knew about win3.x, so I need some guidance here.