zpyder, use msconfig to dump everything but the bare essentials from startup (only thing i have running is ultramon for a taskbar on the 2nd screen)

if you haven;t used it before...

click start, type msconfig, hit return

in the services tab, click hide all Microsoft services, then unlick everything (unless you really really want it there)  

same in the startup tab, just disable everything


if things start to get really slow... I tend to go in and disable everything... and then go back to look for whats really nescicery... (google the name if you;re not sure, things pretending to be important normally arnt)

I just installed Ultimate and Im liking it alot. Very fast, slick and smooth even in my modest system.

Unfortunatly I must have missed the 64bit option during the instal as Im on 32bit OS and is only letting me use 3.25gb of ram

The culprits are adobe, kaspersky olympus and quicktime pretty much. About half of it is adobe stuff. Sure I dont always use the olympus software on a daily basis, but at the same time I use everything enough of the time to warrant getting it loaded at the start and not when I need it. As Ive said, sleep mode seems to be ace, it literally brings the comp back to being operable by the time the monitor is fully powered.