Hi. I am having a problem with my Windows XP SP2 system and this looked like a great forum to get some tech help. This system has been flakey for a long time and I've been systematically going through and changing things trying to fix it. The symptoms are weird. Yes, I get a ton of BSODs, but what usually happens first is that the machine runs out of system memory. Graphical icons stop showing up, programs won't execute, even the symbols on the start menu and in the control panel fail to appear. Sometimes this happens immediately after boot. Sometimes only after using the computer for a while. Several install programs won't even work. They usually fail silently as all of my system resources are gone. Install programs seem to use up the resources faster than anything, though games are a close second. All of my crash analyses kept saying there was a driver problem in my video card, so I replaced the card (Geforce 6800 to NVidia x550). That didn't do anything. I've moved and swapped memory from other machines that work--no dice. Tried to disable all but the most necessary drivers, nothing. Tried to reinstall XP over the top, no good. I'm thinking that Windows HAS to be corrupted. So my next step is going to be to flatten the machine, which will be a huge pain because of all the stuff I have set up on it. But it is currently unusuable. Given that the machine BSOD's every few hours at minimum, several times an hour at max, I have tons of minidumps. I'm going to attach a few here to see if they give anyone an idea of what is happening. The BSODs are usually Bad Pool Header or Thread Stuck in Driver , or Page Fault errors, but I suspect they are all related to the system being completely out of resources for whatever reason. Any suggestion is welcome. I'm not afraid to get my hands dirty messing with either the hardware or software, so fire away. This is the first time I've been completely stumped with a computer. I've had one in my home for over 20 years and never had one this broken. BTW, yes I know I have 2 sound cards in the system. I have tried disabling/removing each and leaving the other, but it didn't help the problem. I actually have 2 cards in most of my machines becuase I use one for gaming compatibility while the other is a higher-end pro audio card. Thanks!