Hmmm...likewise, I was able to run LB2 under XP Pro without selecting compatibility mode or other tweaks (except for the DGVoodoo wrapper for graphics and Turbo.exe to slow the CPU). I am able to fly the Kiowa without any hitches, so I'm not sure what's going on with the game crashes you're experiencing. I didn't have to run 2muchmem, but I did elect to do the Daemon Tools option so I could mount my two disks as virtual drives and put them away for safekeeping.