Chances are that you have some backgound apps running. Use control-alt-delete to see what's running at startup. Many programs nowadays install themselves to run at startup. Do you have lots of icons in the system tray? You can control these by re-configuring the program, or using msconfig to prevent the program from running at boot up. **************************************************************************** ************************************************************ Does anyone know of a program that will let you know where your resources are going? I am barely using any and I have 32% resources. just OE and IE open. I have windows 98 and OE and IE 6 - Users can unsubscribe from this list by sending email to 24hoursupport-request@xxxxxxxxxxxxx with 'unsubscribe' in the Subject field OR by logging into the Web interface at http://web.tampabay.rr.com/spider1/24hrsupport.htm.