I have Windows XP Home on both my home laptop and work desktop. I closely followed the Black Viper suggestions for developing hardware profiles: I have Original, Slim, Slimmer, and Bare Bones (except I keep Terminal Services activated so I can see service usernames in the task manager). At home, my bare bones is 12 processes and 67MB of RAM, but at work my bare bones is 12 processes and 137MB of RAM. I can't seem to find the culprit, unless it is being soaked up by shared memory in the video card. Any suggestions for getting my work PC under 100MB? (I only have 512MB to begin with).