This all started about a week ago, and seems to be independent of the version of Nero being used (well, version of 8, anyway, though I've seen other reports of this occurance with folks using 7). When using Recode, I've been getting constant Out of Memory errors. It also occurs when using DVDShrink to compress the ripped files, and even when simply buring the files to an ISO image! The nuts and bolts of the issue is that after the encoding and analysis stage, and compiling the volume begins, it simply errors out after 35-40% or so of the process. Oddly, the actual burning process never begins. It's almost like the program is stuck in a loop filling the buffers and isn't able to trigger the physical burn process. How this translates to Shrink and the ISO creation problem, I'm not 100% sure, but I'd guess it's similar in that the "burning", i.e. creation of the ISO file on the hard disk never begins. All I can figure is that if the application's internal registers are simply stuck filling endlessly, it could explain it, since regardless of the amount of memory, 32-bit programs are stuck to using a max of 2GB of memory, be it phsical or virtual, and judging by the point at which compiling craps out, it seems to be around what I'd guess would be a 2GB size for the file being created. It certainly can't be RAM itself, I'm spoiled with 8GB's (though that's only available in my Vista 64-bit half of my dual boot PC). This occus in both my 32-bit and 64-bit OS's. I have no issues with other types of burning, or even burning large ISO files that already exist on my PC. Any idea what could be causing this? The fact that it's occuring on two OS's, and has begun occuring with Shrink as well really has me baffled.