Thank you, I will check the resources consumed by each. at boot right now, my machine (with IE open) is consuming: 72 megs of ram. I think that's way high for an OS that simply launches applications. I have sliced down on the services, etc and the only thing that's in my startup menu is my sound icon. I just like to pull everything that I can out of my machines. Anyone know any secrets that I may not know about to do this under Win2k? :)