You mention that if we wasn't using X(our limit) amount of memory we wouldn't use the pagefile anyway... ...but doesn't the pagefile get used when memory in the ram is idle, regardless of if it is full or not? I have been using pagefile-less for 5 or so years. My main XP machine has 4gb (3.5gb as im still using 32bit) and never had any problems. Even with win2k on 2gb no issues (except the start up message, but that's not an issue).