I am running an IMAC with OS 10.5.4 and 4GB RAM and Parallels Desktop V3 build 5608. I recently upgraded from V2 to V3. I find that when I run MAC OS without parallels, my inactive memory never goes over 60-80MB - even over a whole day. However just booting windows in Parallels pushes inactive memory up to 500MB. After an hour or two of working in windows, my inactive memory goes up to around 2GB! and windows and mac apps become very slow. The VM memory is set to the recommended 512 MB. V2 does not seem to have this problem on another MAC, but it could be my configurations. Is there any way I can improve this situation. Thanks Peter