Ok, so now I have SWAPFRAG up to 512 and my performance on my 3100s is STILL only about 70% of what it used to be when we were on Ultrix 3.1d. (it was MUCH worse before i did this) Does anybody have any other ideas? thanx in advance Dan Pacek P.S. - yes i'm running the X11R3 server/MOTIF from DEC