VIRTUALPAGECNT is specified in pages and 2097152 pages is 1GB. Your VAX probably doesn't have enough page file to back 1GB of virtual memory per process. Perhaps some process is defaulting to grabbing as much as it can and you are running out of pagefile? I would suggest doing a conversational boot and setting VIRTUALPAGECNT back down to something more reasonable. How to do a conversational boot varies for different types of VAX but usually it is something like: or You should end up at a prompt ( SYSBOOT> I think) where you can alter SYSGEN parameters. Enter something like: SET VIRTUALPAGECNT 64000 CONTINUE and hopefully your system should then boot up ok. If you already entered a very large value for VIRTUALPAGECNT into SYS$SYSTEM:MODPARAMS.DAT, you should probably change it to something smaller before you run AUTOGEN again. AUTOGEN defaults to shutting down and rebooting the system after it sets the new system parameters. This is fine if everything worked out well but is not so great when things go wrong. A better way to do it is to tell AUTOGEN to exit after setting the new parameters and before shutting down, for example: $ @SYS$UPDATE:AUTOGEN SAVPARAMS SETPARAMS When this completes, you can review the logs that AUTOGEN produces and then manually shut down and reboot if all went well or fix things and run AUTOGEN again if it didn't. Hope I pitched it right... Regards, Peter Coghlan.