Hi, I need some help here. I have some errors in my program that I cannot solve. Let me explain. I think the problem is with two forms. On one I do the dwawings in 30 picture boxes size 500x2000 and I do it with API's like : SetPixel, LineTo, Ellipse, Rectangle, ExtFloodFill and other basic API's. All of them have AutoRedraw=true. On the other form I have preview of the jpeg images like thumbnails in IE in WinXP. Every pic box is same size, so I am using paint picture method to resize them. I do this by another pic box (visible=false,autosize=true). All of these pic boxes have AutoRedraw=true. Now the problem. :)) This program works fine in winXP, but when it is installed in Win98, I get this two error msg: run-time error '7' (out of memory) and run-time error '480' Can't create AutoRedraw image. I realised that they are connected. I installed VB on Win98, but when I tried to debug it, I couldnt get in the code (I guess cause I am without memory :) ). Then Win98 slows down, refreshing almost doesnt exists. I installed program to trace on RAM memory, but when this happened I had 170 Mb free RAM memory. Which is this memory that I am out of? How can I "free" it? Can anyone help me? I repeat program doesn't have this errors in WinXP!