This is bugging the crap out of me, as this is occurring on my XP pro laptop AND my new Dell Vista with 2GB of memory. Microsoft, some how, some way, either through an update or something else, has made ms paint into a complete memory hog on BOTH my Dell Vista and my Thinkpad laptop. This did not occur before. MS paint was working fine without it hogging all the memory and freezing the machine. When you use both IE and MS paint and you open more than 2, sometimes 3 paint windows, you'll get the error message 'not enough memory to complete this task' and your programs will cease running. Even if you close all programs, paint will not respond. You'll be forced to reboot. I would expect this with a low memory box, but my Dell has 2 GB of memory. My IBM Thinpad has 512. Whatever Microsoft did, was not happening a few weeks ago, as I could open multiple paint windows w/o using up all the memory. If anyone has a clue as to how/why this is occuring, please comment. And yes, I checked and rechecked for spyware/malware and any virii, I'm clean.