OK, I switched over to PBPW and still got the 'out of memory' message around 5900 bytes. Since it was during assembling, and the system uses MPASM, I looked at MPASMWIN. I don't know how to muck around with DOS, so I took the cheesy way out...I changed the names MPASMWIN to MPASM, and MPASM to MPASM1. Now all is well in Whoville! Thanks again for the feedback, and I am seriously thankful for a forum with so much knowledge out there for the asking...

Ron