I have this problem as well. The game AutoPlay's when I insert the CD-ROM, as soon as I select "install" from the Launcher, then the system waits and gives me this error message: "Can't run 16-bit Windows program! Insufficient memory to run this application." I have tried using the compatibility mode for 95, 98/ME, and 2000 and none work, the installer continues to give this error. I have tried turning the page file on and off. I have done the autoexec.nt/config.nt rename trick. I have a Dell Laptop (Inspiron 9300) with Windows XP SP2 with current updates Rebellion formerly worked on my laptop as well, only thing I can guess is that the latest DirectX implementation hates the installer? The laptop uses a PCI-e graphics solution (nVidia 6800) rather than AGP, which may be the root of the problem, but installer previously ran on the computer. I wish there were a .reg file out there I could just load into my registry and copy all the files into the right folder with the savegame folder made and have it work.