Hi, All: I have just installed a brand new 64-bit system, with 64-bit SQL Server 2005 sp1, and 12GB of RAM. The same queries and processes that worked on SQL Server 2000 Std Edition successfully, are failing on SQL2k5 64-bit [B)] After migrating the databases and jobs, I am frequently getting this msg: Insufficent memory to run this query First, I thought that SQL 2005 can take all the memory especially on 64-bit. And, please tell me, do I need to enable AWE, PAE on this architecture? I thought that is dynamically handled. Please help me resolve this asap! Thank you.