Out of memory

[mikeycorn]

Option Explicit
Dim LStr(3000) As String   'L & R for separating
Dim RStr(3000) As String
Dim Pool(3000) As String

Dim Lines As Integer
Dim Every As Integer
Dim Start As Integer
Dim SepText As String

Dim Spl() As String
Dim Dest As Integer       'toggles, pointing to new txtT(0 or 1) --- (1 - Dest) = current
Dim StrDepth As Integer   'how many lines
Dim Changed As Boolean
Dim Temp As String
Dim v, w, x, y, z As Integer

this shouldn't be enough to give an out of memory error, should it?

The error pops up on W2K Pro but not WinME. What the heck!