I would also recommend upgrading to 11.64 as it addresses some video issues and may be a little less resource intensive. I do have a question - are you using an onboard graphics adapter? Below are the minimum recommended system requirements: - Pentium 3 800Mhz CPU (or equivalent) - OK - DirectX(DirectDraw) Compatible Video card, capable of 16 bit colour at 640X480. [Your video card does not normally need to be too special unless using videos or DVD, although older motherboard onboard video is not recommended] - Uncertain, but based upon 466 MB RAM being reported for the OS, likely 512MB shared with onboard video. - DirectSound Compatible Sound Card. - OK - 256MB Ram - OK - Windows 2000 (SP4), XP (SP2), MCE, Vista, Windows 7 - Version 5.1.2600 is XP SP1 - Recommend updating to at least SP2, although SP3 is the latest and last XP service pack. - 250MB Free hard drive space - OK - Microsoft .net framework 2 service pack 1 - Uncertain as only displaying as .net Framework 2.0 - Microsoft Direct X 9.0 - Uncertain - Windows Media Player 9 or above - OK If you are running oboard video, would recommend an AGP or PCI video card with a minimum of 256 MB (512+MB optimal) RAM installed on the adapter and disabling the onboard video (instructions are usually specific to the BIOS or manufacturer). Also, if you can confirm the items showing as uncertain.