Hi, I noticed it on my old system too, but when I burn a CD in Nero my system runs terribly slow (however 200MB+ of RAM stays free). As soon as the CD has finished burning, everything runs fine again. Any ideas on what the problem could be? EDIT - Forgot to add that this doesn't occur on the other burning progs I have. Athlon XP 2000+ on a EPoX 83KA Mobo 512MB PC2700 Mushkin DDR No Paging File (I had the problem with a paging file, too) 40GB WD @ 7200RPM & 60GB Maxtor @ 5400RPM Plextor 24/10/40A Burner all on Windows XP Pro. Thanks.