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yum causes out of memory error

I've been trying to update my linux box for 3 days now!!!  up2date in the taskbar says there are 335 updates.  I ran up2date many times with various errors.  I read that yum is better for Fedora Core 3 (which i'm running).  So, I typed yum -y update.  It took about 2 hours to download all the updates over dsl.  Then proceeded to run a transaction test?  That went for hours.  I fell asleep and woke up to an out of memory error and the process had been killed.  How do I update FC3 on an AMD64 with 512mb of RAM.  Yes, I've modified the yum.conf to point to the approriiate a64 directories of the repository.  
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