I found the solution looking through google!!! Program Won’t Run – Gives Director Player Requires 3MB of Virtual Memory Error ID: 13 Category: Error Messages Status: Resolved Views: 6628 Question: Title is self explanatory. I'm getting a virtual memory error. Solution: Some programs use an older version of Macromedia Director that malfunctions on systems with over 1 gigabyte of RAM, giving the error message: This program requires at least 3MB of free virtual memory to run. Follow these instructions to change your virtual memory settings. WARNING: This procedure will allow the program in question to work, but it may also adversely affect other applications on your system. If necessary, you can reverse the setting later. Change Virtual Memory Settings 1. Click Start>Control Panel. 2. Click on Performance and Maintenance. 3. Click on the System icon at the bottom of the window. The System Properties window opens. 4. Click on the Advanced tab. 5. In the Performance section, click on the Settings button. The Performance Options window opens. 6. Click on the Advanced tab. 7. In the Virtual Memory section, click on Change. The Virtual Memory window opens 8. Verify that the number next to Space available: is higher than 4000 MB (at least 6000 is recommended). If there is not sufficient space available, you will need to clear more space by removing files and programs you no longer use, before you can proceed with these instructions. 9. Click on the radio button next to Custom size. 10. In the boxes next to both Initial size (MB) and Maximum size (MB), type 4000. 11. Click on the Set button. If you receive a message that you will need to restart the computer for settings to take effect, click OK. 12. Click OK to close the Virtual Memory window. 13. Click OK and then OK again. 14. Close all open windows. 15. Click Start>Shut Down and then choose Restart. 16. After the computer restarts, try the program again. Resetting Virtual Memory Changes If you later wish to reverse the changes you made, use the above steps, but replace steps 9 and 10 with the following: · Click on the radio button next to System managed size.