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Paul, 3 meg is sufficient to run Windows, although you will need to have a large virtual memory partition if you plan to run several large apps at the same time. However, to get Windows up and running, what you have is sufficient. However, what you need to do is get rid of EMM.SYS unless you have some major need to have expanded memory outside of Windows, because it isn't needed inside Windows except to run DOS apps that use EMM. Windows apps don't use EMM, but extended memory (XMS) so you want as much XMS memory available as possible. In CONFIG.SYS you need to delete the EMM.SYS line and install HIMEM.SYS according to the MSDOS instructions that come with DOS 5.0. There are instructions on how to set HIMEM to open up UMBs and high memory so DOS loads high and so other drivers will load high. Do not allocate ANY memory to EMM so that you will have the maximum ram available for XMS and Windows. Once you install Windows you should find that you can run in 386 enhanced mode. If you find you need some help with the installation, let me know. I've been through it a couple of times. I don't use MSDOS, but DRDOS, however the process is similar. You might also want to go to a bookstore and pick up a copy of "Windows 3.1 Secrets" by Livingston and published by InfoWorld Technical Books. It's the bible for using Windows and DOS 5.0 and is full of helpful tips on installing and getting the most out of Windows. BTW you will also need to have an EGA or VGA monitor and video card on the PC side. Windows won't work in CGA. (I think you already know that).