Well.. I have an interesting problem. Essentially, the "problem" is that when I run some decompressing programs using the command prompt in XP (I'd call it the dos shell, but with xp there is not dos) I get an error: ERROR: An Extended Memory Manger is already installed. XMS Driver not installed. Now.. I upgraded from 98, so there were some himem and emm386 lines in my config.sys which stayed after the upgrade. However, I removed them, AND ran the XP install fix thing.. essentailly installing it again. All to no avail. As well, if I delete himem.sys, it respawns (EMM386 doesn't exist). XP should have no need of it, not having dos and all, yet I can't get rid of it, or turn it off. I believe it may be loading from IO.sys but I have no idea how to change that.. Anyway.. any comments would be appreciated... Thanks, Jeremy. FYI: Sys specs: 40gb western digital HD on onboard promise ata100 controller. asus a7v133 MB. Asus 50x cdrom and 16x dvd on primary IDE. 256MB pc133. AMD TB 1000MHz. Network card. SB Live Value. Voodoo 5 5500.