Ive read the posts on this forum and i have a few questions about the memory usage of Win2k3 Ent server in combination with large memory like more than 2G. We have a Terminal Server with 6Gb of RAM. It uses 32bit Win2k3 Enterprise with the /PAE switch enabled. It has lots of users and the server has according to the counters lots of bottlenecks on CPU, disk and memory. But the counters show 4G of physical memory free. So why doesnt it use the mem available? So far, ive read thru different techdocs and made some conclusions. Please feel free to shoot at my conclusions as i dont know if they are right.. Ive read that theres a true PAE and a x86 PAE. True is 64bits procs with 64bits windows, x86 PAE is an extension for 32bits procs and 32bits windows. All i've read is that x86 PAE lets u use more than 2Gb of ram. If i understand it correctly its possible to give apps more adresspace memory. Thats with the /PAE to use memory above 2G and /3GB to give processes (like SQLServer) 3Gb adresspace and the kernel 1GB. So why cant i use my extra 4G of memory? The server says it has 6Gb of ram, but doesnt use it, coz theres 4Gb available while the server is swapping and very very busy. Is this because the virtual memory appointed to a app is 4Gb on a 32bits Windows server system? And this is devided in 2G for the kernel and 2G for the app-pool? If so, is this why my TS almost doesnt access the 4Gb? Coz the apps wont ever have use for more than 2G mem? I cant find answers in MS support, technet, msdn and 3rd party sites. Can anyone tell me if i understand it correctly? Use the dark side of Technology..