No other programs are running. Pagefile has already been set to maximum. And windows xp does not support ready boost. As far as I know of. I may be running windows xp 32bit. But I actually have 6GB of ram (the other hard drive had vista 64bit) is it possible it's trying to use that ram? It says it has 3.5GB the maximumm ram detected by a 32bit operating system. But maybe it sees more. For some reason. I'm not sure I've never had this problem before. I want to get my stuffs off my other hard drive so I can install Linux! Windows winBlows! Thanks for the help any other suggestions will be appreciated. I'm may try installing a 64bit operating system.