Why am I getting an "Out of Memory" messages with a large amount of RAM?

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The information in this article applies to:

  • Microsoft Windows Millennium Edition
  • Microsoft Windows 98 Second Edition


If a computer that is running any of the versions of Windows that are listed above contains more than 512 megabytes
(for example, 768 megabytes) of physical memory (RAM), you may experience one or more of the following symptoms:

  • You may be unable to open an MS-DOS session (or command prompt) while Windows is running. Attempts to do so may generate the following error message: There is not enough memory available to run this program. Quit one or more programs, and then try again.
  • The computer may stop responding (hang) while Windows is starting, or halt and display the following error message: Insufficient memory to initialize windows. Quit one or more memory-resident programs or remove unnecessary utilities from your Config.sys and Autoexec.bat files, and restart your computer.

This is caused by memory limits that exist in older versions of Microsoft Windows, to fix this issue upgrade to
Windows 2000 or later, visit Microsoft's website for a work around, or 98 users can use the unoffical 98 SE Service pack.

Microsoft Workaround
Windows 98 Second Edition Service Pack