I also am experiencing this difficulty. When viewing straight from hard drive, it runs/sounds great. Once burned to CD, it skips and stutters. The following was sent to tech support: I'm running V3.80 on Win98 40GB / 7200 rpm 40 GB SCSI / 7200 rpm 526 RAM Dual screen / Matrox G400 After a fresh reboot, I enter P2E. Create 72 meg slideshow w/ 2 min. MP3 as background. An error message will come up saying I'm out of system resources - hard to believe, as I edit video from this system. Another problem I experience is the background music plays skippy. I've noted and tried the "Use Internal wav/mp3 player" in project options. It clears up the skippiness, but that is when I started to experience the "Out of system resources" message. This is the answer I received from tech support: You'd better use internal WAV/Mp3 player always. It will help you to solve some problems with music. I did not synchronize. I have tried the CD on two other systems, one running W2k Pro, 1 gig RAM, 52x Plextor: another, my neighbor's Win98 HP Pavillion Costco Special. Any help would be greatly appreciated. Teejit