Have you tried optimizing your PC for games usage? What I mean is disabling certain windows services, and stopping things starting up with the PC such as messenger, tray ICONS, Video control panel. Also disabling unused hardware in the BIOS such as parralel and serial ports. For example, if your not using Wireless networking disable the service. If your not using messenger, dont let it start with windows. Theres some links on the docs page for optimizing. Also use Startup control panel, for disabling the memory/resource eating apps from starting up each time windows loads. http://www.mlin.net/ http://tomspeirs.com/gameEx/docs.htm Also, get the latest 'specific manufacturer device' drivers, dont rely on windows update. Also - use .net framework 1.1 SP1 You could also try a different mame build specific to your CPU, or also FastMAME. I would use command line version of MAME rather than MAME32. I am pretty sure MAME32 uses more memory, as the GUI takes it up.