OK, what s the prob then? Well every time I shut down my computer, I get a warning dialog box appear. "Warning: Virtual Memory minnimum too low: Your system is low on virtual memory. Windows is increasing your virtual memory pagefile. Durring this process........" Now,this never appears while i'm using the machine, just when I shut it down. It has only just started to happen, and I have not installed anything new. I have defragged my HD, and defragged the pagefile using PageDefrag v2.2 I then shut down the machine, and no warning. Next time back it popped! So I then logged my performance counters on my paging file, and nothing pushed it over 1% I have fixed the page file at 500meg. I have nothing running in the background other than Norton Internet Security and Norton Anti Virus. I have the following system: Gericom 1GB celeron laptop 256meg sis630x Host bridge Sis5595 South bridge sis630x VGA device I am running Windows XP pro, my memory dump file is Small(64k) How can I big running out of virtual memory, and what can I do about it. Where can I turn off the warning broadcast in regedit?