1. DOS 6's EMM386.EXE, QuarterDeck's QEMM386.SYS and other "advanced" memory managers may cause a particular problem for Imagine. The symptom is that Imagine seems to load fine, but then it drops back out to a DOS prompt -- (possibly) after displaying a "failed to enlarge CS/DS" / "init_mem() failed" message. If, when you type the MEM command at the DOS prompt, it lists both EMS and XMS memory, it is possible that the (two types of) memory managers are both managing the same pool of free memory, and each reports the full amount as free -- causing Imagine to try to allocate twice as much memory as is truly available. If you think that is case, try running IMAGINE with the /NOXMS switch -- i.e. IMAGINE /NOXMS But note: if you are having a problem, and it is not caused by the situation discussed above, then the switch will prevent Imagine from using any XMS memory that really is available. The DOS 6 version of EMM386.EXE definitely causes the "problem", so if the MEM command displays information about EMS memory, you WILL need the /NOXMS switch on the IMAGINE command line. QEMM386 causes the "problem", only if it is performing both types of memory management -- which is very likely. 2. EMM386's "/NOEMS" switch will cause Imagine to fail. If the /NOEMS switch appears in the EMM386 "DEVICE" line in your CONFIG.SYS file, remove it.