I'm thinking back to the old days, are these games 16-bit (designed for Windows 3.1)? I remember back when I upgraded from 3.1/64MB to my NT 4.0 based Dual PII-400 w/ 512MB of RAM that a few of my 3.1 apps wouldn't work with so MUCH memory, I believe such a large number caused a type of buffer overflow. I tested this hypothesis by using the /MAXMEM boot.ini switch and setting a really small pagefile. If this is the case, there is no way to get around this problem other than, finding a software patch for your particular application as XP will not function adequately with 64MB of physical memory and at least as much pagefile.