This is a relatively new install of XP, but I do have alot of other programs installed. I defrag the HD every night (on the Task Scheduler), and I've got about 40 Gig free. I've experimented with different VM settings--It's my understanding that if you 'hardcode' the min/max VM settings, then Windows won't have to dynamically resize the VM. The problem first happened when I was using 'Let windows manage vm' setting, which, with 512Meg Ram, is set to 150% or 768Meg min VM size. So I set the Min VM to 2 Gig, and Max to 6 Gig. I also tried setting the Pagefile on the other physical HD, which has about 20 gig free.

In addition, I tried setting Pixl's own temp directorys to the other HD, then tried using both HD's (pixl allows up to 4 different temp directories) and the problem still exits. I've run speed tests on the HD's, they're both very fast, the nForce2 chipset has some good UDMA drivers, and the Mode is UDMA 5--100MB/Sec. Actual throughput is lower of course, but my tests show that it is still very good--I can copy a 100Meg file from one drive to another in under 3 seconds.

But 100Meg/3-seconds is 30 seconds for 1Gig, and this is what seems to be happening--while the system memory used by Iedit.exe goes to over 400Meg--the pagefile kicks in and goes to 1.5 gig, and I've seen it creep up to 2gig--so that (insane) disk usage is where I think the time is going.
Thanks agian for helping on this,
--Jim