I recently upgraded my system from 512MB to 1.5GB Ram. Let me share my experience with Win98SE and 1.5GB Ram. In the first place, posts in this forum like "I'm running Win98 with 1.5GB with no problems" and unofficial Service Pack patchnotes stating "512mb problem solved" encouraged me to buy more Ram. After installing it, i ran into the "Insufficient memory to initialize windows." error message. The necessary settings have been discussed here more than enough. System.ini [386Enh] MaxPhysPage=40000 [vcache] MinFileCache=2048 MaxFileCache=65536 The MaxPhysPage setting effectively limits the Ram Win98SE can see (and use) to 1GB and the MaxFileCache Setting avoids a bug of win98's filecache with more than 512MB Ram installed. I do not need a file cache of 512MB, so i chose smaller values. Together these settings lead to a clean boot. Running my favorite game World of Warcraft convinced me: Win98SE does not only claim to have 1GB installed, but actually uses the Ram (and let applications use it). WoW performed significantly better with 1GB than it did before with 512MB. I, however, have been unable to get the system use 1.5GB. Removing the MaxPhysPage entry or setting it to 60000 did not work. So, what to do with the idle 512MB Ram left? Right, a Ramdisk, put the pagefile on it, and i am done: 1GB directly usable, 512MB through the swap file located in Ram. Sounds good in theory, in practice, things are more complicated. First Question: Which Ramdisk? I need one which uses the 512MB ram, which windows cannot see. Windows based Ramdisks are not useful, since they use the Ram, Windows already can see. Win98's Ramdrive.sys disqualifies itself by its 32MB maximum disk size limit. So i tried XMSDSK 1.9i and SRDisk 2.09 as DOS based Ramdisks. SRDisk has no option for using the memory from top, so creating a 512MB SRDisk Ramdrive left another 512MB available for Windows. XMSDSK 1.9i did the trick. 1GB for Windows and another 512MB through a ramdrive usable in Win98. Config.sys DEVICE=C:\WINDOWS\HIMEM.SYS Autoexec.bat D:\DOWNLOAD\RAMDISK\XMSDSK.EXE 524288 G: /t /y No problems at this point. Everythings ok in the device manager. 32-bit access to all drives. But the Virtual Memory Settings dialog does not offer the Ramdisk as a target drive for the page file. So i changed that manually: System.ini [386Enh] PagingDrive=G: After a reboot, windows creates the page file on the Ramdrive. But suddenly the Virtual memory works in MS-DOS compatibility mode. Some Sandra Performance Tests reveal: The Ramdrive is pretty slow for a Ramdrive and has a datatransfer rate of around 100MB/s. The directly accessable Ram transfers data @ around 2.2GB/s, which is a typical value for my DDR ram @ 333Mhz. Further performance tests with and without a ramdisk including a page file on it confirmed: The MS-DOS compatibility mode for the Virtual Memory system does not affect other parts of the system. All regular harddisks are still using 32-bit access and perform according to the specs of my hardware vendor. Besides these tests, the system does not "feel" slower with compatibility mode active. My harddrive, that used to hold the page file, a Seagate Barracuda 200GB harddrive, transfers data @ 50MB/s. The Ramdrive in MS-DOS compatibility mode performs twice as fast (i have not measured seek times, yet, but they should be higher on a real harddisk than on a Ramdrive). A breathtaking success story, don't you agree? My 512MB ram module (50EUR) doubles the speed at which my computer accesses the swap file Looking back, I'd just upgrade by 512MB for a total of 1GB Ram due to the cost-value ratio. Also 1GB seems to be enough for my purposes. Playing WoW and using a Browser did not lead to an extensive page file usage. XMSDSK 1.9i is able to manage Ramdrives of a size up to 2GB. So, a setup with a total of 3GB ram should be possible. Sure enough, i have not tested this, since i do not have 3GB ram. I hope, this report sheds some light on Windows98SE with more than 512MB/more than 1GB Ram. Best regards Christian Charles edit: Hardware used: Motherboard: Gigabyte GA-7N400-L capable of holding up to 3GB Ram, manual see http://www.gigabyte.com.tw/Support/Motherb...Name=GA-7N400-L CPU : AMD Athlon XP 2600+ Ram Modules: 2x512MB DDR 400MHz CL 3, 2x256MB DDR 400MHz CL 3, running at 333Mhz, installed for Dual Channel operation according to the motherboard manual (double sided 512MB modules in Dimm Slots 1 & 2, single sided 256MB modules in Dimm Slots 3 & 4) Graphics : Ati Radeon 9600XT 128MB onBoard RAM with Bios Setting AGP Aperture Size: 128MB Harddisk : Seagate Barracude ST3200822A 3.01 200GB During POST the Bios recognizes 1.5GB Ram and enables Dual Channel Technology. A MemTest86 3.0 test reports no errors. My old debian installation, which resides on the harddisk behind the 137GB limit, recognizes 1.5GB ram, as well as the Knoppix 3.4 live cdrom does.