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Windows prior to '95 does not handle memory well - it allocates a hefty chunk of low memory for each process you run. When you run out of these chunks you're out of memory even if you have lots to spare in theory. There are several aftermarket utilities to get around this a bit (usually by making the default chunk size smaller); the only real solution is to move to OS2 or W95. > I'm running WFW 3.11 in a thinkpad 701CS with 24 megs of ram. From time = > to time, I get a "Not enough memory" error message when I try to run a = > program and I already have other programs open. Could someone tell me = > if this is how it's suppost to be or if I can fix this problem.