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Thanks for the info, public and private. I hadn't realized that some of the drivers (like tpaudd and mouse) were DOS-only things. I hardly do anything in DOS, so I REM'ed them out. I also REM'ed doskey. I changed all the DEVICE statements to DEVICEHIGH. I don't use a CD-ROM so I added the /U switch to smartdrive. Then I REM'ed out smartdrive anyway, since I don't run any large DOS apps and I'm using WFWG disk caching instead. After doing all the above, conventional memory (when not using PCMCIA) went from 487k free to 594k free, and when using PCMCIA support, I went from 396k to 502k. That's more like it. The problem with the above is that to get more memory, I'm removing stuff. That's not unreasonable, except the whole point of my original post is that NOTHING is being loaded high. When I boot with NO PCMCIA cards and don't load the device drivers, mem /c reports: Adapter RAM/ROM: Size 192K, Used 192K, free 0K But how can I be using 192K? The VESA driver is in conventional memory. Do I need the page frame? Do I need to exclude so much memory for drivers? Is it true that of the 384k between 640k and 1MB, IBM is using all of it? By way of comparison, on my Dell desktop at home, which doesn't run QEMM, I've got setver, smartdrv, mouse and doskey all loaded into upper memory. Is there really no uppper memory available on the TP? As to why I have an 80MB swap partition -- that's what WFWG recommended. I bought WFWG separately, it was not bundled with the TP. Of course, between an 80MB swap file and a 21MB hibernation file, I'm already consuming a lot of my disk! Good thing I've got 340MB... As to the ifshlp.sys file -- I don't know what it's for; it looks like WFWG added it. :-) Something to do with the file system? As to OS/2 entirely solving my problems for $49 - I don't want to get into it; OS wars are ugly. You OS/2 fans can let me suffer. When I get more experience with OS/2 (on my home machine) I'll know when it's time to switch on my laptop. At the moment it's not time. I'll be on the road for a few days; I'm bringing the QEMM manual and I'll see what I can accomplish. Thanks again for the help. ..bob